Undead Equestria
by MaskedxMaestro
Summary: Twilight Sparkle has lost her memory and can't remember what happened in the last two weeks since she awoke. During that time zombies have broken out and no one seems to understand where they came from. Gathering courage from each other, everypony struggles to survive as they try to figure out what happened to cause the undead to rise, as well as figure out a plan to stop them.
1. Chapter 1

Awareness of the darkness around her came on slow but surely. Thoughts and emotions once foreign to her mind leaked into her system like heavy syrup. The realization of this utter emptiness caused her mind to explore thoughts that hadn't been touched in what felt like years. And although there was nothing around her, the new emotions of fear, worry, and loneliness filled her like an overflowing cup.

"Wake up."

A voice penetrated the darkness like an explosion. Just two words and yet it felt as though they were the first sound created since the beginning of time. So loud and frightening they were, despite the context of them being so simple and calming. New thoughts began to form. Ones beyond emotion, beyond simple awareness. Thoughts such as, "Where am I?" and "Where was I before this?" came into play as her mind continued to form.

"Wake up, Twilight."

Twilight? Who or what was Twilight? Wait... Was she... _She_ was Twilight! Twilight Sparkle, the purple unicorn from Ponyville! Yes, now everything was starting to make sense. Memories flooded back to her. Memories of her life, her friends, her family. She smiled to herself as they filled her mind.

...But where was she now? And how did she get here? "Twilight, WAKE UP!"

Twilight Sparkle gasped awake. Wide eyed and confused, she blinked until everything around her became clear. She was lying on the floor of her personal library, her home in Ponyville. The room was dark save for a few beams of moonlight. Everything looked the same as she remembered. It felt so long since she had seen it. In fact, it felt as though it had been weeks since she'd been here, despite the fact that she had no memory of anything having happened during that missing time. "Rainbow Dash, she's awake!"

The sound of a familiar voice snapped Twilight's attention to her right. Rarity, a white mare with a lavishly rich purple mane and tail, was standing upright by a window. Her bright blue eyes showed nothing but concern as she stared at Twilight. But Twilight, however, hardly had enough time to respond with a confused "What?" before a light blue pegasus with rainbow colored mane and tail was flapping her wings in front of her.

"Twilight, you're awake! What good timing! We have to go!"

Twilight shook her head, a light headache buzzing at the front of her skull. "Rainbow?" she asked, recognizing her friend immediately. "Go where? Did something happen? I feel like I should be remembering something important but I don't know what it is."

"There's no time to explain! We have to go!" Rainbow Dash glided in behind Twilight and scooted her up off the floor, forcing her to stand. Her bones creaked painfully. She felt stiff all over as though she'd been asleep in the same position for a long time. Confused at the sudden rush of things, Twilight didn't respond to her friend, her mind racing with unanswered questions. "Now Rainbow, don't be in such a rush!" said Rarity, who was walking her way over to Twilight. "I realize the lack of time we have on our hooves, but that doesn't mean we can't spend a little more on helping Twilight! The poor dear must be very confused."

Rainbow Dash rolled her eyes but said nothing, choosing instead to race back to one of the upper windows and peek outside. Twilight stared hard at her friend Rarity, waiting on baited breath for her words.

"Twilight, what is the last thing that you remember?" Rarity asked, putting a hoof to her friend's forehead, checking for a fever.

"Well..." started Twilight. She thought hard. What _was_ the last thing she remembered? Taking a long pause to think and look for answers in the floorboard, she finally brought her head up. "I think I was headed to Canterlot for something. But I don't remember what." "That's it? That's all you remember?" "Yes." "I see." Rarity turned her head to glance up at Rainbow Dash. They both shared an uneasy look. Twilight couldn't help but feel left in the dark.

"Is that... bad..?" Twilight asked, searching for answers in Rarity's sparkling eyes.

"No, darling, not at all!" reassured Rarity, patting her hoof against Twilight's. "It's just that you've been... asleep... for, well, about two weeks now."

"Two weeks?!" Twilight stammered. " Was I knocked out?! What happened!?"

"Calm yourself, dear! You need to-" "Stop fooling around, Rarity." interrupted Rainbow Dash, who flew down from the window to land in front of the panicking Twilight. "Yes, Twilight, you were out cold for two weeks. And a lot has happened since then. We're in a lot of danger and we need to get out of here as fast as we can."

"Danger?" questioned Twilight, who had had enough of a hard time processing already what had happened, now there was danger involved?

"I'm afraid she's right, Twilight." Rarity said. "What we're about to tell you will be hard to take and I'm quite sure that you wont believe a word of it. But you must try, Twilight, because we wouldn't lie to you. Not about something like this."

Twilight stared at her friends. She waited for the laughter, the cue for her to relax and realize it was all a joke, but the more time that past only caused her heart to beat faster with each passing second. What danger could they be facing? Was it coming, or was it already here? And if they were in as much danger as they were suggesting, where were her other friends? Fluttershy, Applejack, and Pinkie Pie. Were they okay?

"Twilight," began Rarity, biting her lip uneasily. "The dead have come alive."

"What?"

"Ponies that were once dead, have returned." "I don't understand." "Ugghh," Rainbow Dash interjected. "Rarity, you said it all wrong. Listen, Twilight. Zomponies are here and-" "Don't call them zomponies, Rainbow!" Rarity interrupted angrily. "That's so... so... so crude!"

"Well that's what they are, Rarity! It's the undead! They're zomponies!"

"Rainbow, those ponies out there aren't some monsters! They were our friends! They just so happen to have... to have..."

"To come back alive from the dead? To have killed each other and-" "Don't say that!" "Well I-"

"Girls, girls, GIRLS!" Twilight yelled. She stomped her hooves on the floor hard, which was honestly rather painful due to her stiffening feeling still tingling throughout her body, but she had to do something to stop them from arguing. "Rainbow, Rarity, I don't if this is a joke, but it's a pretty cruel one if it is. Now please stop arguing and tell me the truth. I have a small headache, I just woke up from having passed out for two weeks, and I need to know what's going on!"

"Twilight, we're telling the truth!" Rainbow Dash insisted. "Look outside!"

"Now I said you'd have trouble believing us..." started Rarity. "But you simply must! We're all in terrible danger. I realize what we're saying is strange, but it's true and we need to go to Applejack's barn in Sweet Apple Acres to meet up with the others."

Twilight Sparkle stood still in silence. No words came to her throat and yet her head was commanding her to speak. The undead? Zomponies? Those were old mare's tales, not reality! In all the books she ever read there was no spell nor information nor anything hinting towards the possibility of the dead rising from their graves. How would it even be possible?

Quizzically watching her friends, Twilight remained silent as she walked towards the front door of the library. Rarity and Rainbow Dash watched carefully, wondering what their friend would do. Twilight stopped in front of the door, staring at it, hesitating, before turning to face the other ponies.

"Well." Twilight said, as though waiting for them to speak." "What?" Rarity asked. "I'm waiting to learn if this is a joke before I walk outside and watch as the whole town laughs at me."

In an instant Rarity took a step forward and Rainbow Dash flew closer.

"Twilight, please don't be rash!" the white unicorn said, her voice filled with panic.

"We're telling the truth! Don't open the door!" Rainbow warned, raising up her hooves and shaking them.

"Joke's over, guys. I'm not falling for it." Twilight said, opening the door. Rainbow Dash and Rarity rushed over to their friend as fast as they could, but it was too late. Twilight had already opened the door. They stopped suddenly, right before the door, watching with wide eyes from the darkness of the library as their friend walked through the door. "_Twilight_!" they both hissed frantically, but it was no use. The purple unicorn was already outside, the night air softly brushing through her mane.

Twilight stepped forward. Looking around, the town of Ponyville looked relatively normal in the moonlight. Or at least as normal as she could remember. Turning her head to look from building to building, she didn't see anything out of the ordinary. Just as she was about to turn around and head back inside to gloat, however, Twilight heard a peculiar sound. A small rustling from her left. Turning sharply, she stared into the direction the sound came from. At first, she saw nothing. Just the ordinary Ponyville, a few buildings, including Sugarcube Corner. But upon closer inspection of the Cakes' bakery window, she noticed something that she didn't notice before.

It was broken.

And inside that broken glass was a gray pony with a yellow tail, its head down far enough that Twilight couldn't see who it was. He or she was snooping through the bakery items. Twilight squinted to see the cutie mark of the unknown pony, but it was too dark to see from so far away. Was the pony stealing? There had never been thieves in Ponyville, at least not for the entire time she'd been here, and it seemed unlikely that there would be one now. She turned to glance at Rarity and Rainbow Dash, but they were shaking their heads at her and motioning with their hooves for her to come back inside. Twilight rolled her eyes, promptly turned away from them again, and set off to figure out who the thief was.

Making her way towards Sugarcube Corner, Twilight's attitude changed from irritable to angry. Her friends insisted upon a terrible joke that would mean that half the town was dead. Of all the jokes for her friends to make, did they really have to push it this far? Due to her frustration, this unfortunate thief was going to be her scape goat.

Finally she was right behind the gray pony. It was digging through the case of baked goods, mainly muffins and doughnuts. And now at this range, Twilight was better able to see the cutie mark: bubbles.

"Ditsy Doo!" Twilight yelled angrily. "What are you doing!?" She admitted that this pony was prone to confusion and this entire situation was probably a misunderstanding, but even if Ditsy Doo had come across the broken window and not caused it herself, it would still be thieving to take advantage of her sudden luck.

The gray mare pulled her head out of the baked items, a few muffins and doughnuts rolling to the floor. Slowly her head turned back to see Twilight, and the purple unicorn screamed in terror. Ditsy Doo's face, if it was even Ditsy Doo to begin with, was covered in lesions and bite marks. Her eyes were terribly sunken in, and there was a large hole in the side of her neck, revealing the bones inside.

"Rraaauuuuuuhhggh!" the thing moaned, grinding its teeth. It reached out towards Twilight, whom fell backwards onto the ground and stayed frozen there.

No adrenaline pumped through Twilight's shaking frame. It was pure horror as she stared into the sunken eyes of what was once Ditsy Doo. _Run!_ her mind called desperately, but it was no use. Her body wouldn't move an inch, and she could only watch in terror as the mutilated gray mare walked slowly towards her.

"TWILIGHT!" Rainbow Dash yelled, zooming through the air at lightning speed. She tucked her blue hooves underneath Twilight's arms, and lifted her to safety. Twilight, as though finally coming to realization of what had just happened, screamed and kicked with all her might.

"Twilight, stop! Stop kicking!" the rainbow colored pony called, but the frightened mare couldn't stop. She had lost all control as her mind washed over with the image of Ditsy Doo's face. It was horrifying and unbelievable mixed into one as Rainbow Dash carried her friend back to the library. The safety of darkness couldn't save Twilight's mind, however, as she was lowered into her bed. Rarity rushed to her side and Rainbow Dash remained in the air above her.

"Relax, hush, dear! You're safe now!" Rarity said, calmly brushing her hoof through Twilight's mane.

"W-what was that?!" Twilight demanded hurriedly, her chest heaving with each breath.

There was a short pause of silence before Rarity spoke up.

"I know it's hard to believe."

Twilight's breathing didn't stop behaving erratically, but her mind was finally calming enough to focus.

"Z-zomponies are real?" she asked, as though needing confirmation to finalize what she had just witnessed.

"Yes, Twilight. They're real. They arrived in Ponyville two weeks ago. Most of the townsponies have gone to Canterlot to seek shelter there. Others, including Applejack's extended family, have stayed in the barn. Almost everyone we know has survived thus far, but others... such as the one you just witnessed... have not made it through. Once you're able to comfortably stand, Rainbow Dash and I would like us to go to Sweet Apple Acres to regroup."

Twilight stayed silent. She understood what Rarity was saying, and given the circumstances, the idea sounded perfect. But it was still hard to take in. Zomponies were real. And while nearly everyone has survived it so far, not everyone obviously has. Ditsy Doo was taken, and that was a terrible thing to have watched, and besides one pony, who else was taken under the curse? Were her friends truly as safe as Rarity and Rainbow Dash assured her? Were they sitting ducks? Was _she _a sitting duck?

Tears filled her eyes and she sniffed. Rarity patted her hoof and cooed a small, "I'm sorry..."

Twilight squeezed her eyes shut, the tears falling down her cheeks. After a moment she nodded and pushed Rarity's hoof away gently.

"Let's go."


	2. Chapter 2

Ponyville didn't feel the same as they walked to Sweet Apple Acres. Given any other day, Twilight would have felt happy to make her way to her friend's family farm, but this journey was nerve-racking. Every time she stepped, Twilight would look around nervously to see if anyone, or anything was watching them. And to make matters worse, Rainbow insisted upon staying silent the entire trip, which made Twilight's incessant need to ask questions torture.  
"Girls, can you at least tell me who has survived?" she whispered. Twilight knew she would see soon enough, but it was concerning her that someone she knew could already be gone.  
Rainbow Dash, who thought it best to fly above them to check for danger, glared down at her and motioned for her to zip her lips. Rarity, however, who was walking beside Twilight, took pity on her.  
"Well, Twilight," she began in a hushed tone as Rainbow Dash rolled her eyes at them. "Applejack and the rest of her family have all gathered there and are taking precautions to help everyone survive. The Cakes are there also, helping Cheerilee with the fillies. And actually, I believe Zecora is there helping them too."  
"Zecora?" Twilight asked. "From Everfree forest?" "Yes." Rarity explained. "And last but not least there is Thunderlane and Blossomforth."  
Twilight stared at her friend. "That's all the ponies that have survived?!"  
"No, no, Twilight. Remember I said that most ponies have gone to Canterlot for safety. It's just that a few of us have stayed behind wanting to stay in Ponyville."  
"What about Fluttershy and Pinkie Pie? Is Spike okay?"  
Rarity didn't answer. At least not at first. Instead she continued walking with no clear expression. But finally she turned to Twilight, worry now etched upon her face.  
"I don't know." she said. "Spike has gone to Canterlot but the others..."  
Twilight didn't respond, choosing to watch the ground as they walked rather than to comment on the inevitable. There was no proof saying that they were gone for good, but in this new world of darkness where else could they be?  
Sweet Apple Acres slowly came into view. Everything seemed the same, nothing was broken down or damaged in anyway. Rather than appearing bright and cheery as usual, however, the barn looked dark and desolate. The windows were all shut and no light could be seen between the cracks of the wood. Twilight considered the idea that she was projecting her emotions into making the barn seem spooky, but whether or not it was her emotions or the shadows, Sweet Apple Acres wasn't looking so sweet.  
Upon getting closer to the farm, Twilight noticed that the front yard seemed different. There were strange lumps here and there that she couldn't determine what they were from this distance.  
"What are-" Twilight began to ask but she was interrupted by her own realization.  
They were bodies.  
There must have been a dozen of them or so. All of them were ponies, littered across the ground with sprawled limbs and decaying bodies. Twilight resisted a squeal as she looked at each one, stopping in her tracks from shock. Rainbow Dash and Rarity didn't seem to be bothered by the macabre view, but they stopped anyway, looking back at Twilight with sad expressions. They exchanged worried looks as they came closer to their friend, but Twilight didn't take notice of their concern. Instead she continued to gape at the dead before her. Were they ponies she knew? She was afraid to look too close incase she recognized anyone and yet she couldn't pull her eyes away. The bodies were further along in the decaying process, as though they had been dead for a long time.  
Rarity and Rainbow Dash each stood on one side of Twilight, putting an arm around her. They gave her a nudge, which Twilight at first resisted, but finally they guided her through the field of death.  
A tear ran down Twilight's cheek as she looked at each body. Her first thought was wondering what had happened here. How were these ponies killed? Were they killed at all? Were they dead monsters left to rot? Could the monsters even be killed? She didn't recognize any of them. Who were they and where did they come from? Endless questions poured into her brain and the more she thought about them the more she realized that she didn't know hardly anything about zomponies at all. With no books having been written on them, how was she to judge their actions? The only thing she knew about zomponies was that they were the dead come alive, and had a knack for eating anything in their path. How they acted, what they ate, where they originated from, was all a mystery to her. Were these ponies lying dead at her feet zomponies? If so, how did they die again?  
The barn door was just before them. Rainbow Dash flew ahead, rose up to one of the upper windows and went inside. Rarity and Twilight were left to wait patiently. Just as the barn door opened, Twilight took one last look behind her, and then stepped inside.  
Inside the barn, everything was pitch black. Twilight couldn't see an inch in front of her nose. The only thing she could hear was her own loud heartbeat, pumping through her ears. She froze, not knowing what she'd bump into if she attempted to walk forward. After a moment of silence, a voice with a deep southern accent spoke out.  
"Lanterns, everypony."  
A flickering sound crackled and instantly light filled the barn. Applejack, an orange mare with straw colored hair and a brown cowboy hat stood in front of Twilight and Rarity, a mixed expression of happiness and sadness upon her face. As Twilight looked around, she saw a great number of Apple Family relatives holding lanterns either on the ground or on the second level of the barn. Some she recognized, such as Big Mac, Granny Smith, Braeburn, and Apple Bloom. Others were clearly extended family, some she thought looked familiar from when she first came to Ponyville, but their names escaped her memory. Behind them, on the walls, blankets were covering the wood.  
Cheerilee, the Cakes, and Zecora were off in a corner with the fillies, hiding inside one of the fenced pens. Scootoloo and Sweetie Belle were there whom Twilight knew, but names of the other fillies were not remembered either. They were most certainly from Ponyville, however, for she remembered walking by the school a few times and seeing them play outside. The happy memory caused her to frown. It looked as though memories like those wouldn't be made for a while...  
Looking up at the rafters Twilight noticed Thunderlane and Blossomforth. They appeared to be keeping watch by the uppermost windows of the barn, but now that light filled the room, they dared not open them to check.  
"Twilight." Applejack said with a smile. "You're all right."  
Twilight nodded, unable to speak for she felt that if she did, she might cry again. She was so grateful to see them all alive and well.  
"What was that screaming we heard?" Applejack asked, looking to Rainbow and Rarity.  
"Oh, that..." Rarity began, looking at the ground. "It was... Twilight... She, ah... saw Ditzy Doo and..."  
Applejack nodded solemnly, understanding enough of the story to know what had happened. Granny Smith, an old green mare with a graying mane appeared behind her, a lantern in her mouth. She sat the lantern down on the floor beside her and then spoke with an old high-pitched voice.  
"Well, Twilight, we've got plenty of room fer you here. Why don'tcha rest up and we can explain what's been happening around here in the mornin'?"  
Twilight bowed her head to the old mare, always having admired Granny Smith's wise words.  
"That's very kind of you." she said. "But actually, I'd really like to get an explanation now. I don't think I'd be able to sleep without one."  
"Well, alright." Granny Smith said. Applejack chuckled.  
"Twilight, you always were one fer asking questions." she giggled, turning around to face the center of the barn. "Why don't you come down to the middle and we'll answer any questions you have."  
Everypony gathered closer together. As Twilight laid down on a square of hay, she looked around at the ponies she knew and nodded to each. Candlelight from the lanterns flickered, causing long shadows to appear everywhere. On any other night, the barn would have been cozy and warm, but now it was only a safehouse, used to protect them from the dangers of the outside world. No one spoke a word. Rarity and Rainbow Dash gathered beside Twilight, both watching Applejack as she took center stage in the middle of everypony.  
"Alright." Applejack started. "Why don't I start with the big question. What happened these past two weeks while you were out."  
Twilight nodded. Finally her questions would be answered and her mind could have clear space to work with.  
"Two weeks ago, everything in Ponyville was normal. It was the middle of the day, and everypony was workin' or playin'. Then a large flash of light came from the direction of Canterlot. It was so bright that fer a few minutes everypony was blinded. It seemed to fill every space, even inside the buildings. Once the light had gone, everypony was confused. Nothing had appeared to change, it was just a strange phenomenon of light. Eventually, things calmed down and fer the rest of the day nothing happened out of the ordinary. But then that night, ponies were attacked. The undead had risen straight out of their graves and began to come after Ponyville. Only a few were killed before others figured out what was happening. Most packed their bags and fled for Canterlot. Others stayed to fight and ended up changin' into the very monsters they were trying to get rid of."  
"Wait." Twilight said. "Change into the monsters? What do you mean?"  
Rainbow Dash decided to take over talking for Applejack.  
"When Rarity and I were protecting you inside Golden Oak Library, we were to forced to watch as zomponies attacked innocent ponies. I tried to save as many as I could but there were way too many. From what we've seen, zomponies try to eat you. They'll tear out your skin and break your bones-"  
"Rainbow!" Rarity yelled.  
"-just to, okay fine. I wont be as graphic. They bite. When you're bitten, you change into one of them yourselves. That's it."  
"Okay. So they live to feed on ponies, but they also change you into one of them at the same time?" Twilight asked.  
"It appears so." Applejack said.  
"I... see..." Twilight said. Now that she knew more about the zomponies she almost wished that she hadn't of asked. Not only were they undead monsters that craved food, that food was them. Here she had assumed that these monsters were simply starving for normal food and would do anything to get to it, including killing everything in it's path. She swallowed hard, unsure if she wanted to continue questioning. But she knew she had to. It was the only way for her to ease her mind.  
"So why are you all here and not in Canterlot? And why is the entire Apple Family here instead of just the ones from Ponyville?"  
"I can answer that one." Granny Smith said. "It has been a tradition in our family fer generations that whenever there is an emergency crisis, every member of the Apple Family is to come ta Sweet Apple Acres and gather at the barn."  
"If Ponyville is overrun with these monsters, why would you all come here?" Twilight asked. This time Braeburn took over.  
"Because everywhere else is overrun as well." he said. "Or at least Applepalooza is."  
"That's right." Applejack added. "Though not every Apple family member is here. No pony from Manehatten came, for example, which makes us believe that only certain cities were attacked. The ones closest to Canterlot."  
"I see." Twilight said quietly, putting a hoof to her lip in contemplation. "That makes sense to me, but why would Canterlot be the center of what's happening? Where did the light come from?"  
"Nobody knows." Rainbow Dash said.  
"So then what happened to me while all this was happening?"  
The room remained quiet. The awkward silence made Twilight uncomfortable as she looked around. They couldn't possibly be hiding something. So what made them nervous? It was a moment before Rarity piped up.  
"Uh, well, Twilight, you were in Canterlot before all this started. Princess Celestia had invited you on royal business like she does every now and then. But this time she didn't tell you why you were called to the castle. It was suppose to be a surprise. Rainbow Dash, Spike and I decided to go with you. Pinkie Pie, Applejack, and Fluttershy wanted to go too but they were busy. When we arrived, we were instructed to wait outside while you had a private meeting with the Princess. It was during that meeting that the flash of light came out of nowhere. Princess Celestia came out to ask us if we knew where that light came from and we told her we didn't know. We didn't see what exactly happened but Celestia explained that you were in the middle of practicing magic, specifically levitation, when the light came and knocked you out of your concentration. When you lost concentration, you lost levitation, and fell head first to the ground. Princess Celestia instructed us to rush you back to Ponyville and wait with you in your library no matter what happened outside and wait for you to wake up. In the meantime she would find out where the light came from. Now technically we didn't follow that last rule since Rainbow Dash was helping fight and also relayed messages back and forth between everypony here at the barn and Spike and I back at the library, but regardless of that point here we are now."  
"When did Spike go to Canterlot?" Twilight asked.  
"About a week ago." Rainbow Dash said. "He ran out the door after yelling something about needing to talk to Princess Celestia."  
Twilight's brain was full of mystery. While most of her questions had been answered she still felt as though there were some important missing holes. Where did the light come from? Was it coincidental or did it have significance to the zompony uprise? Could they stop the uprise or was this the end? Why had Spike gone to talk to the Princess? Where were her friends? She bit her lip.  
"So I went to Canterlot on royal business. There was a flash of light before the zomponies-"  
"Oh, not you too." Rarity whined.  
"They're zomponies, Rarity! They're not our friends!" Rainbow yelled. Rarity huffed and crossed her hooves while Twilight continued.  
"Most everypony ran off to Canterlot but you all stayed here. At the same time I was brought back home until I woke up." Twilight looked around at everypony before her.  
"Sounds about right." Appleack said, nodding.  
"So why are you all choosing to stay here? Wouldn't Canterlot be safer? The Princess could surely protect us and besides, everypony else has gone there."  
Everypony stared at the floor and at each other. Twilight looked around, confused at their sadness. Finally Cheerilee, the dark magenta pony with the light pink hair, spoke up.  
"It's our home." she said with pleading eyes.  
Twilight lowered her head in shame. She shouldn't have asked such a silly question. Of course they would want to stay. She stared around the barn at each individual pony, wishing for a way to help them. They all shared the same gloomy look and distant eyes. She didn't have to ask if they were all thinking the same thing, asking themselves the same questions. Twilight looked at the fillies with a pained expression. She opened her mouth to ask where their parents were, but she quickly stopped herself and choked back a cry. Had they been left here while they ran off to Canterlot? Or worse, were they..?  
"Twilight," Applejack said suddenly, snapping back her attention. "I hope that brought you up ta speed with things." "Thank you." Twilight said. "It certainly did. What's the next step? Do we have a plan?"  
"For now we haven't been doing much besides surviving and having rescue missions. We've got blankets over the wood to block out the light. Blossomforth and Thunderlane have been keeping watch for any signs of danger. Big Mac and I have been taking daily trips out to the orchards to gather apples for everypony to eat. Braeburn has been teaching everypony to buck for survival techniques."  
"To buck? What do you mean?" Twilight asked.  
"Here, look." Applejack said, taking one of the lanterns and shining the light behind her inside one of the pens. Inside were crudely sewn burlap sacks filled with hay. Targets were painted upon them. "We've been teaching everypony how to buck like we do when we're harvesting. That way everypony gains some muscle in case they have to... well... fight..."  
Twilight blinked, staring at the sacks and then looking up at Applejack.  
"Is that how the ponies outside died?" she asked quietly. Applejack nodded.  
"Those ponies were our ancestors." Granny Smith cut in. "My own mother and father were among 'em. Buried here on the farm, they was. Tried to attack the barn in the middle of the night two days ago."  
Twilight was impressed by Granny Smith's ability to stay calm when talking about such a serious situation. The very idea of something like that having happened was horrible and yet it was the truth. She could imagine how much pain the Apple Family must have gone through when the bodies of generations past had to be taken down.  
"So they can be killed?" Twilight asked, looking back at Applejack.  
"Yes. Only if you buck 'em hard in the head, though." she said. "Anywhere else and they'll just keep moving."  
Twilight nodded, trying to figure out if she was happy to hear that there was a way to overcome them. There was a way to survive, that was for sure, but at what cost? Using the barn for protection and killing only those that came near... it could work. But would they be willing to face a dead friend and kill them again? A new headache started to form. Here she was asking questions as though they were planning a battle during war. Strategizing on the best way to kill an innocent pony? She felt sick to her stomach. Imagining being thrust into a life or death situation where she would be forced to kill a friend wasn't something she ever dreamed she'd be doing. When would she wake up from this horrible nightmare?  
"Twilight," Applejack said in a kind voice, touching a hoof against her friend's. "I think we should all hit the hay. We can talk more about this in the mornin'."  
Twilight nodded as everypony agreed to the decision. There was the sound of rustling hay as they all turned and flopped over in the spot they had decided was theirs. Lanterns were slowly defused and one by one the lights went out. The fillies all cuddled in one giant heap as Cheerilee, Zecora, and the Cake family surrounded them from all sides. Blossomforth lay stretched across one of the rafter beams as Thunderlane took the first nightly watch. The Apple family all curled themselves up in their own respective corners while Twilight, Rarity, Rainbow Dash, and Applejack all joined together in the same pen to sleep. The four ponies laid together in a group, using each other's warmth as a sub-conscious form of safety. They may not know whether or not they'd survive through the next day, but at least they had each other tonight. As everypony quieted and calmly dozed, Twilight tapped her three friend's hooves gently.  
"We'll find Fluttershy and Pinkie Pie, right?" she asked. Her friends all gazed back with the same sad eyes.  
"I hope so, Twilight." Applejack said as Rarity nodded. "I hope so."  
In the inky darkness of the barn, not a peep was made aside from the voices in their own minds. All the ponies tried desperately to sleep, despite the danger that lurked and waited outside. Little did they know that Twilight, Rarity, and Rainbow were not the only newcomers to the barn. Something had followed them. And it had brought friends.


	3. Chapter 3

Darkness surrounded her once more. The same darkness that had covered Twilight in a strange unsettling stillness. This time, however, the stillness wasn't unwelcome. In fact, it felt calm, collected, and held a sort of peace in its existence. She wondered if she should even call it an existence, considering there was nothing around her. Looking down, she saw her purple hooves standing on an invisible road. Or at least she wanted to call it a road. Everything was black but she felt grounded, as though she could walk on forever and still not meet anything. What was this place? Where was she? She tried to think of what the last thing she remembered doing was. Ponyville, the horrific news of zomponies, the barn... Sweet Apple Acres! Yes, now she remembered. She had fallen asleep. Was this a dream?  
Twilight Sparkle stepped forward, walking along the non-existent road with no intended purpose. There may not be an end in sight, but walking to nowhere was better than sitting and doing nothing. What a strange dream, if this was one. If it really were a dream, why wasn't she dreaming of anything? No buildings, ponies, not even a book for her to read. Wouldn't her mind think of something to fill this endless void?  
Not a moment passed after she thought of this that a piece of paper zoomed out of the darkness and flew past her. Startled, Twilight barely moved out of the way before the paper disappeared from view. How strange, she thought. Turning to continue her journey through endless space, suddenly more papers flew out of the darkness. It were as though the black mass had opened its mouth and released the contents of its belly, for the papers spewed forth and circled the unicorn as if propelled by a powerful gust of wind.  
Twilight tried desperately to escape the tornado of shuffling papers, but every time she attempted to step outside of the tornado, it would follow her, continuing to encircle her in its trap. Twilight's heart began to beat faster as she panicked. With each new heartbeat, the papers would swirl faster and faster until finally they were hardly a blur. Although she wasn't in any real danger at the moment, she wasn't sure what would happen next. Was this realm safe? Were the papers a defense mechanism? After a few minutes of trying to escape, Twilight finally noticed something peculiar. The papers appeared to have writing on them. The second she made this realization, she stopped panicking, which caused the papers to slow until she could properly read them. Each paper held no more than a full sentence or less, some even containing just one word. Many of them read her name, "Twilight", while others read "Wake up!". As soon as Twilight read one, it would fly off into the darkness to disappear. Was she to read each one in order to make them disappear? One by one, she turned around to read the papers, all of them containing either her name, or a command to awaken. Soon enough there were only three papers left, but strangely enough they did not have the same words as the previous ones. Stepping closer, Twilight peered at the them.  
"Elements"  
Elements? What did that mean?  
"Look behind you"  
Twilight turned around but nothing was there.  
"Elements"  
The papers disappeared. Twilight, confused, stared into the darkness waiting for more messages. What did the papers mean? If this was a dream, then the messages must be coming from her own sub-conscious, right? That made sense to her, but that didn't explain what she was trying to tell herself. Could the words have to do with her lost memory? Maybe... but maybe not.  
Twilight sat down and thought hard. All this confusing information was bothering her more than she could bear. But before she could scream out her frustration, the sound of wind came to her ears. Twilight perked up, looking around for the source of the sound. In this darkness, there was nothing to be seen, but the wind had to be coming from somewhere. It was fierce, flying past her in jagged waves of cold air. She found herself hardly being able to stand as the invisible force brought tears to her eyes. As she stared into the direction the wind was coming from, a white light appeared far off into the distance. Was it the sun rising in this dark world? The bright light became bigger and bigger until suddenly Twilight realized it wasn't a light at all. It was a collection of papers, hundreds of them, all rushing straight for her. Twilight gasped and turned, running in the opposite direction as fast as she could. But no matter how fast she galloped, the papers came closer and closer until finally they were upon her. Circling her in one giant tornado, Twilight was lifted off the ground in a cluster of papers. The unicorn had squeezed her eyes shut but eventually she opened them, wondering if reading what they said would make them go away.  
"WAKE UP!" "WAKE UP!"  
"WAKE UP!"  
"WAKE UP!"  
They all read the same thing. Each paper was yelling at her to escape the dream, but Twilight didn't know how to appease them. They weren't disappearing no matter how much she read them and instead of keeping a respective distance, they were closing in on her. Finally, without warning, they closed in on her completely, giving her only enough time to gasp.

"TWILIGHT, WAKE UP!" screamed Applejack.  
Twilight, dazed and dizzy, squinted up at the orange mare. It took a few more seconds to realize what was happening before Twilight felt herself being shaken. Applejack had clearly been trying desperately to wake the unicorn and Twilight hadn't noticed that she was being tossed like a rag doll until finally her mind caught up to reality.  
"What?! Woah, Applejack!" Twilight gasped, pushing her friend away. "What's going on?"  
"Twilight, hurry! They're here!" Applejack warned, running off out of Twilight's view.  
"What?" Twilight asked to no one in particular, turning over and looking around. The barn was still dark, but this time there were rays of moonlight coming through the large door. The blankets that had once covered it was lying in a heap off to the left. Applejack was running towards the barn door, meeting up with Big Mac, Braeburn, and a few other Apple family members who were staring out the cracks in the wood. Twilight shifted her attention to her left to see everypony else either waking each other up or huddling together towards the back. Cheerilee, the schoolteacher, and Zecora, the zebra from Everfree forest, was trying to hush the fillies to be quiet, while the Cakes were trying hard to keep their two foals asleep. What was happening?  
Twilight heard the sound of wings and she looked up to see Rainbow Dash flying above her.  
"Twilight, move, we're gathering everypony in the back."  
"Rainbow Dash, what's going on?" Twilight asked, looking around in hopes of finding an explanation.  
"Zomponies are here." Rainbow Dash said as though it were obvious, pushing Twilight in the direction of Rarity, who was busy trying to console a white young filly with light lavender and pink colored hair in the rear of the group of young ponies. This small pony was Sweetie Belle, Rarity's sister, and in this moment she happened to be tearing up, frightened by the collective panic clouding the room.  
"Zomponies?" Twilight questioned, looking at Rarity for help.  
"If that's what you want to call them, yes." The white mare whispered, brushing her sister's hair for comfort. "They arrived just a few minutes ago. Thunderlane spotted them coming from the direction of Ponyville. They're not quite at the barn door but they're dreadfully close."  
Twilight turned around to look at the ponies peering through the cracks of the wood. She was grateful for their bravery. The Apple Family had a history of protecting their farm, but it wasn't just their heritage that they were protecting this time. Twilight looked down at each young pony at her feet, all of them looking up at her with fear in their eyes. The older ponies were doing a wonderful job at consoling them, but it was clear that their soothing nature was only skin deep. It wasn't just the children that were scared, it was everypony. And as Twilight began to wonder if the inside of this barn was the last thing they were all going to see in their lifetime, her ears flicked at a sound she had hoped she'd never hear again. Everypony else seemed to hear it too as they all turned to face the barn door with wide eyes. The sound was low at first and barely audible, but slowly it grew until the young ponies were shriveling back to the barn wall and trying hard to resist a whimper.  
Moaning deep and loud, the creatures outside made noises that were hardly pony. Their sounds were generally the same, either guttural drawn out notes or grainy teeth-grinding dissonance. The inpony sounds snaked their way into each ponies' chests as the zomponies drew closer and closer. Twilight was at first frozen, unable to shake the feeling that she had experienced with Ditzy Doo, but after a moment of bracing herself, she quietly walked forward to the front of the barn, sliding in between Applejack and Big Mac to peer out one of the cracks.  
If the sounds were horrible, it was nothing compared to the monsters making them. There had to be thirty of them, all creeping slowly towards the barn as though they were sleep walking. And while the distorted motions of the ponies were frightening enough, their skins were covered in varying wounds, causing Twilight to regret her curiosity. Some had deep lacerations covering some or most of their bodies, others appeared to be rotting down to the bone from disease or festering infections. Some ponies even had broken bones or missing parts of their bodies, causing those ponies specifically to walk even more stranger than the others. But worst of all, as Twilight watched with trembling hooves, these ponies were ones she knew. They were all from Ponyville, and they all ranged in age. Over to the left was Mr. Waddle, an old light gray pony with hardly any dark gray hair left that had often been seen in the park. To the right was Silverspoon, a young gray filly with light gray hair and blue glasses. In the back she could see Mayor Mare, a tan colored pony with graying hair, as well as Joe, the tan stallion with brown hair that use to sell donuts in his bakery. And right in the front was Golden Harvest, a yellow pony with orange hair. The whole crowd was recognizable! Mr. Breezy, Cheery Berry, Lilac Links, Rainbowshine, so many ponies but there were too many to name.  
Never had Twilight seen anything so gruesome. These ponies were their friends, neighbors, and colleagues. They had all been turned into vicious monsters, zomponies, forced to become mindless eating machines. If only they knew what they were doing. If only there was a cure...  
"We have to take them."  
Twilight was so lost in thought she didn't recognize who spoke. Glancing around, she finally looked up to see Rainbow Dash fluttering softly above her and Applejack.  
"Are you crazy?" Applejack asked.  
"No!" Rainbow Dash spat. "We have to take them! They could attack the barn and if we don't get the upper-hand while we still can, then we're all dead!"  
"Or we could stay silent and avoid any possible danger!" Applejack hissed.  
"Oh yeah? Okay, let's say that happens. They avoid the barn. Then what, Applejack? They're just going to attack other innocent ponies. Do you want that blood on your hands?"  
Applejack opened her mouth to speak but stopped short. She appeared to be thinking as she turned her head away from Rainbow Dash to look out the cracks of the barn again. Twilight watched with worry. She could tell without even looking at Applejack that they were thinking the same thing. Defeating a monster was one thing, but when the monster is someone you recognize, what do you do then? Twilight imagined having to hurt one of them and she felt a chill run down her chest. What are they to do..?  
Twilight looked around the barn, now taking Rainbow Dash's idea into consideration. The fillies and fouls who were still huddled all the way against the wall, were cowering in fear. If they didn't get the upper-hand, what would happen to the ponies that couldn't fight? The barn was perfect protection for now and could be used for a good battle strategy. Wouldn't it be unwise to not take advantage of the opportunity? And besides, who knew how many innocent ponies were out there right now desperately seeking shelter and not finding any? Was Fluttershy and Pinkie Pie one of them? If they didn't attack now, would they be ultimately sending the creatures to somepony else's doom?  
She understood both sides of the argument. Both of them ended with death, which meant they were certainly stuck between a rock and a hard place but as much as she agreed with Applejack, Rainbow did have a better point.  
"Applejack," Twilight whispered gently. "I think we should fight."  
Silence was Applejack's first response. She said nothing and didn't move an inch from looking outside. By now Big Mac and the rest of the ponies gathered by the barn door were looking at her. It was clear that the Apple family member was considering what her friends were telling her and that her word would be final. The right action to take was clear to all of them but no one wanted to admit it.  
Applejack turned to look at Granny Smith. The old mare stared deeply into her granddaughter's eyes before nodding once.  
"Alright." Applejack said. "We'll fight."  
Everypony nodded to each other.  
Apple Fritter, a yellow pony with green hair stepped out from her spot by the barn door. "What's the plan, then?" she asked, looking to Applejack for an answer.  
"Ah, well..." Applejack began, staring awkwardly at the ground. "Twilight, any ideas?"  
Twilight, who at this point was still in the process of deciding what to do next, was startled. "O-oh! Uhm, well..." she started to say. In past times she had often been seen as a natural leader and organizer but in this situation she felt uncomfortable. Shifting her eyes back and forth and taking a step back, Twilight tried to think of an excuse to not take on the role of battle planning when suddenly Rainbow Dash literally interjected by flying down in front of her.  
"This is what we do." Rainbow said, clearly itching for a fight. "We open these doors and everypony fit for fighting rushes out and kicks them all good and hard. We partner up and stay back to back in order to protect each other's hides out there. Twilight you will create a forcefield around the barn so that we don't have to worry about the fillies. Are we ready? Let's go!" Rainbow Dash prepared to zoom towards the door but Applejack snatched her tail with her mouth to stop her.  
"Hold it!" Applejack yelled through gritted teeth. "That's a good plan but we need to prepare." She let go of Rainbow's tail as the blue pegasus sighed, frustrated, and landed on the floor with a soft thud.  
"Yes, we need to be ready." Twilight said, finally able to speak up. With a good plan now in place, she could properly handle the situation. Although in all honesty she wished they had more time to think about this, she knew that if they thought too hard about it that they'd never do what needed to be done. She closed her eyes, taking in a deep breath. "Cheerilee and Rarity, stay back in the barn to protect the young ones. Mr. and Mrs. Cake, I assume you'll be doing the same with your fouls. Zecora, I need you to stand in front of the barn door once everypony is out in case any of them is hurt. Drag them into the barn if they are. I'll be standing next to you in order to create the forcefield. Everypony else set up to fight. Form two columns and line up two-by-two in front of the barn door. Once we're ready, we'll go."  
The next few minutes were the hardest ones to handle. Twilight stood by the door where she was prepared to open it with the help of Zecora, watching as every Apple Family member lined up accordingly, as well as Rainbow Dash, Blossomforth, and Thunderlane hovering above them. They were all ready to rush forward and face the creatures outside, none of them thinking too hard on what they were about to do. Each one of them was prepared to fight to the death for what they believed in and everypony knew that "fight to the death" was a very real possibility for some of them. As Twilight looked at each pony one by one, she was suddenly filled with inspiration. While before she had only been filled with nervous jitters, the feelings of hope began to seep into her stomach. She would have to be brave, like them, in order to properly face this fight. Her friends were by her side, now all she had to do was believe in them. Taking one last look at them, she nodded, then turned to face the door.  
"Ready..." Twilight said, allowing her voice to be loud and clear. The sound echoed throughout the barn, causing everypony to crouch down in preparation. The zomponies outside seemed to perk up at her voice and inquisitively began to move towards the barn. "And..." Twilight drew out her word even louder, causing the zomponies to start herding towards the barn, moaning angrily.  
"GO!"  
Zecora and Twilight pulled the barn door open fast. Everypony rushed out of the barn with an angry roar, determined to defend their home. The slam of the barn door added an intimidating affect to the flood of ponies racing towards the creatures. Their battle cry was like the sound of a hundred screeching falcons zooming towards their prey. The zomponies, who were too fixated upon their goal to hesitate, broke into a run as soon as the ponies appeared. Their mouths hung open like thirsty leeches as they drooled and breathed heavily with their panting. Both groups had left their fear behind as they raced as each other. And as they became closer and closer with anticipation, Rainbow Dash was the first to make contact. As the best flyer in Equestria, she flew forward with great velocity and lunged at one of the zomponies, specifically Golden Harvest, with her back left hoof. The hit was direct on target and Golden Harvest fell flat against the ground, the first to fall upon the battlefield.  
The battle had begun! As ponies and monsters mixed together, there was hardly a blur of color against the moonlit field. Two by two, the ponies kicked, punched, and pushed as the zomponies bit, clawed, and shoved. Big Mac could be seen bucking two zomponies at once and Thunderlane was busy kicking out heads from the air. Granny Smith was displaying athleticism that nopony had ever realized she could perform while back-to-back with Applejack who was hardly breaking a sweat from all the practice of collecting apples throughout the years. Rainbow Dash was diving in and out of zomponies, hitting here and there with great force, as Blossomforth was flying in circles to confuse them. The fight was going well, and no pony so far was getting hurt.  
Twilight Sparkle, however, was having difficulty. Her job was to create the forcefield around the barn, an easy task for a magic student such as herself, but for some reason her magic wasn't cooperating.  
"Twilight Sparkle, what is wrong? Your magic spell is taking too long." Zecora, the rhyme-speaking zebra looked concerned as she stood next to the purple unicorn.  
"I... I don't know." Twilight said, concentrating hard on her magic. Her horn would light up and even spark as she tried, but it would do no more than that. Her heartbeat began to race as her panic level began to rise. The fight was doing fine and no zompony was close to the barn, but still she worried that something would go wrong and it would be her fault that the forcefield wasn't up. She spread out her hooves, balancing herself better against the ground, and closed her eyes, concentrating with all her might. Wincing and even causing herself a bit of pain, Twilight tried with all her might to create a forcefield. Suddenly a bit of magic shot out and a purplish-pinkish bubble appeared around half of the barn.  
"Forgive me if I sound a jerk, but I don't think that's going to work." Zecora said. Twilight moaned in frustration and her eyes teared up. Why wasn't her magic working? Turning towards the ground, she attempted a practice shot against the ground. A blast of light hit the grass, burning a few of the blades. Okay. So some of my magic works... she thought. But why not the forcefield?  
"TWILIGHT!" somepony screamed. The unicorn and the zebra looked up frantically at the battleground. Searching the crowd for who had yelled her name, there was suddenly screaming from behind them. Twilight realized that the yelling of her name had come from behind her as she turned sharply around to see a horrifying sight.  
At the back wall of the barn, the fillies were spreading out like panicked flies towards the front of the barn. Cheerilee and the Cakes were chasing them, trying to calm them down. But there, all the way in the back by the wall, was Sweetie Belle, Rarity's sister, trapped under the hooves of a pegasus zompony. There was a hole in the barn wood, which was obviously how the zompony had gotten in. Rarity was holding onto her sister's front hooves, trying desperately to pull her away. The zompony was screeching loud and hard, pulling the frightened and screaming filly towards itself.  
"Zecora, get help!" Twilight yelled as she ran as fast as her hooves could go towards the back of the barn.  
"LET MY SISTER GO!" Rarity screamed, tears running down her face. Sweetie Belle began to cry, unable to slip herself away from the zompony's grasp. Twilight continued to run, and just as she was close enough to help Rarity, the white unicorn lost her grip and the zompony, clutching Sweetie Belle harshly, dragged the filly back through the hole.


	4. Chapter 4

"SWEETIE BELLE!" Rarity screamed in anguish, rushing for the hole as Twilight followed her. As soon as they were back outside, they looked frantically around for where the zompony had gone. A few seconds later (which felt more like minutes), Rarity pointed to the sky. About 10 feet above them was the pegasus zompony, gripping Sweetie Belle, who had passed out from shock. It was flying towards the nearest tree, possibly intending to hide amongst the branches to eat its meal.

While Twilight and Rarity followed it from the ground, Applejack came out from the other side of the barn. Running as fast as she could, the orange earth pony was like a raging bull, huffing and puffing towards the tree. Applejack was much faster than Rarity and Twilight, as she was stronger from working hard on the farm. Suddenly, Twilight had an idea.

"Applejack, get ready to buck the air!" she screamed.

"What?!" Applejack yelled, confused, but refusing to turn around to face Twilight or she would slow down.

"Get ready to buck like you did when fighting and I'll transport you close enough to hit it!" Twilight explained, already lowering her head to point her horn at Applejack.

"Okay!" Applejack yelled back, slightly confused, but trusting her friend. Twilight concentrated with all her might, knowing that without this magic spell, Sweetie Belle would be lost forever. She had to do this, she couldn't allow this spell to not work like the forcefield on the barn. It was now or never, kill, or be killed.

ZZZZSSHHPTTPOP!

Light from Twilight's horn raced with lightning speed towards Applejack, who was already mid-jump and leg outstretched to kick. With a loud pop and a bang, Applejack was transported directly in front of the zompony, who by this time was next to the tree and flying up the trunk towards the branches. Applejack's hooves landed perfectly against the zompony's head, slamming it against the trunk of the tree. As the zompony's grip on Sweetie Belle relaxed and its body started to slowly descend from its airborne state, Applejack smirked in triumph. But the victory was short lived as she stared in horror at what lay before her. The zompony twitched slightly, curled up on the ground in a defeated manner, but that wasn't what Applejack was looking at. Inside the arms of the zompony was an unmoving mass of white, purple, and pink.

Sweetie Belle wasn't moving.

"Sweetie Belle!" screamed Rarity, who had finally caught up behind Applejack. The farm pony did not respond, instead continuing to stare in shock at the lifeless body of her friend's sister.

"Sweetie Belle?!" Rarity asked in desperation, rushing forward to pull the filly's body from the wreckage.

"Rarity! Applejack! Is she okay?" Twilight asked, the third to appear on the scene. She glanced from Sweetie Belle's body to Rarity, and then to Applejack. No one spoke a word. Even the wind seemed to hold its breath as everypony's mind was catching up to reality. It was a painful silence. Rarity moved a hoof through her sister's mane, beginning to tear up. Applejack was still stunned even when Twilight finally stepped forward to assess what happened. There, at the front of Sweetie Belle's left ear was a swelling bruise. From what it looked like, when Applejack bucked the zompony, she also bucked Sweetie Belle on accident. Twilight tried to think back to what she witnessed had happened. The zompony, its grip on the filly, flying up the tree... How was it possible? The only way that would have worked was if the zompony had raised Sweetie Belle up in its arms to protect itself. Did the creatures have enough conscious for that? From what she had learned, they were mindless eating machines, did they have enough understanding to defend themselves?

Twilight shook her head. This was not a time to think of such things. Looking over at Rarity, the purple unicorn walked forward and put a hoof on her friend's shoulder. Twilight looked down at Sweetie Belle's resting body. Her hair was matted, there were dark marks on her sides from where the zompony had held her, and then there was the bruise.

"Rarity..." Twilight began, tearing up as she spoke. "Oh..." There were no words to be said. There was nothing she could do but wrap her arms around the white unicorn's shaking form and cry into her shoulder. Rarity pulled Sweetie Belle to her chest, too caught up in her thoughts to notice that Twilight was even there.

"I.."

Applejack, trying desperately to shake off her frozen reaction, could only manage to say one word before she too was tearing up. Guilt flooded through her body like icy water. It filled her veins like a slow moving drug and soon her legs began to wobble.

"I..."

She couldn't move. Watching Rarity's pain was torture, and staring at Sweetie Belle's body was impossible. Applejack finally was able to lower her head in shame as tears rolled down her cheeks.

"I'm so sorry..." she said shakily.

Twilight looked up at Applejack with sad eyes. She knew the orange mare would never have meant for a thing like this to happen but at this moment she couldn't comfort her. Her mind wished that she could rush forward and hug Applejack too but Twilight found herself unable to move. Rarity was trembling, sobbing into her sister's mane. How could Twilight let go?

From around the other side of the barn, Big Mac suddenly appeared. He was followed by the other ponies from the fight including the Apple Family and the pegasus', who were walking rather than flying. They looked tired, a few limping on sprained hooves, but for the most part unwounded, and while their appearance most likely meant victory in the battle, this was no time for celebration. They walked forward slowly, some unsure of what had happened, others knowing without looking, but all respectfully staying quiet. Upon getting closer, a few ponies gasped, others began to cry.

Zecora stepped forward from the crowd, her eyes full of concern, and put a hoof upon Rarity's shoulder.

"Oh, my dear, you are in such pain, your agony we can see quite plain. Without her you have anguish, true, but come inside and we'll help comfort you."

Big Mac and Braeburn stepped forward as Zecora attempted to gently pull Sweetie Belle away, but Rarity clutched her sister closer, not wanting to let her go. Zecora nodded to Big Mac and Braeburn, and Twilight moved away from Rarity's side as the two stallions helped steady Rarity onto her feet and walk her towards the barn. As the crowd began to split to let them through, Twilight looked over to Applejack. The earth mare was still looking at the ground, her shoulders bouncing whenever she sniffed.

"Applejack..." Twilight began, stepping towards her friend. Applejack didn't look up, instead turning her face further away. Twilight frowned, standing next to Applejack. She said nothing, understanding that there was nothing she could say to comfort her poor friend. The guilt was obvious, and Twilight's words would not be able to heal such a deep and painful wound. So instead of talking, Twilight put an arm around Applejack's shoulders and forced her friend to stand. Stepping through the crowd, everypony looked at Applejack. They were unaware that it was her fault, and assumed that she was crying over the sadness of Rarity's loss, not the guilt from killing her sister.

The ponies followed Twilight and Applejack to the front of barn. They were headed back inside but Twilight took a moment during their walk to look over at the field where the battle had taken place. Zompony bodies littered the area. Twisted forms of mutilated ponies so horrible that she couldn't tear her eyes away. Broken bodies of ponies she knew, and as Twilight's throat forced her stomach to not become sick, the unicorn gave Applejack a small push to lead her into the barn.

Once everypony was inside, it was an awkward silence. No pony knew what to say to the other as Rarity sobbed in the furthest right corner of the barn next to the body of her sister. Even Rainbow Dash, who was normally an arrogant loud-mouth, remained quiet in the rafters, looking up at the ceiling rather than focusing on her friend's agony. Applejack refused to let anypony touch her as she buried her head into the opposite corner of the barn. Zecora was trying hard to console Rarity, but the white unicorn only seemed to cry harder. Sweetie Belle's friends Applebloom and Scootaloo were looking at her through the wood of the next door pen. They were but young fillies, hardly old enough to understand what death was, let alone have it forced upon them in such a heart-wrenching way, and seeing their friend's lifeless form was hard to understand.

Twilight Sparkle stood by the doors of the barn. While everypony else was sharing the same feeling of gloom, Twilight wished to clear her head of what she had just witnessed. Stepping outside, she stood in the wind, allowing it to caress her mane and tail. This gentle act of nature was relaxing and allowed Twilight to focus rather than her mind being dragged down to melancholy. Looking up, Twilight noticed the stars slowly disappearing. The darkness of night was still upon them, but dawn would be approaching soon. Stepping forward, she looked out at the battlefield. So many ponies lost. So many friends gone forever. Twilight wondered for a moment if the ponies knew what had happened to them. If they were conscious of their actions, unable to stop their bodies from becoming killing machines. A chill ran down her back and she shook off the feeling. That was enough of thinking like that. Her eyes fell upon the zompony closest to her. Something suddenly bothered her. Squinting her eyes, Twilight stared at the zompony. Her eyes scanned the body closely. Something wasn't right, but she couldn't put her hoof on what. Nothing appeared to be a problem given the circumstances, but something was still bothering her. It was a pegasus stallion with blue fur and there were so many wounds covering the rest of the body that Twilight couldn't tell who it was. What was so strange about it? Twilight thought hard, trying to think if she could remember anything. Did it have to do with her lost memory? No, that wasn't it. Was it her dream? The dream of those strange papers and...

Wait.

Twilight's eyes widened. Turning around sharply on her hooves, she sprang forward and ran towards the barn. But instead of running inside, she ran around it towards the back. She spotted the tree where the zompony which had caused the death of Sweetie Belle still lay motionless. Running up to it, Twilight stopped in front of it. Just as she thought.

This zompony looked exactly the same.

During the chase for Sweetie Belle, Twilight hadn't paid any attention to the coloring of the zompony. She didn't care what it looked like so long as they saved Rarity's sister. But that body in front of the barn simply had to be the same as this one. And while it was true that twins did exist in Equestria, this zompony even had the same wounds as the other one in the same exact places. What did that mean? And come to think of it, this zompony even flew! All the zomponies outside the barn walked, and even the unicorns didn't use magic. If, as Twilight was assuming, zomponies were unable to fly and use magic, then how did this one do so? Perhaps the zompony pegasus's could fly, but Twilight hadn't seem them do so yet. It was highly unbelievable that if the zomponies had enough conscious to defend themselves with the help of their wings and magic that they wouldn't take advantage of it.

Twilight stared at the zompony in complete confusion. She was driving herself to a headache trying to come up with an answer but she simply didn't have one. There was no information to be found on the subject of these creatures that she knew of, so how would she find out the truth? Was this normal for zomponies? Who would know? Who would she ask?

Princess Celestia was the first pony to come to mind. But if the Princess knew any information on them, wouldn't she help her people? If Equestria was in danger, which it certainly was, then the Princess would surely find a way to defeat these creatures, no matter how odd the circumstances. Why hadn't she done so yet? Was it possible that even the Princess didn't know anything about zomponies? And if she didn't, and Twilight asked her what to do, what would the Princess tell her? Twilight thought hard. What would the Princess have her do?

Elements...

Twilight gasped. Elements of Harmony? The papers from her dream! Was that what the dream was telling her?

Look behind you...

Twilight gasped again. How did it know? Somehow her mind had told her to look behind her, clearly relating to the barn and how they hadn't set up a defense in the back. Bewildered by her strange dream's foretelling she fell backwards onto her tail and sat down, staring straight ahead. Regardless of how it happened, her sub-conscious had told her what to do. Would it work? Would the Elements of Harmony help in this situation?

Twilight stood back up. It was certainly worth a try. Any hope in this existence was worth it. She looked to her left where the sky was starting to turn pink and orange from the rising sun. The Elements of Harmony had helped in desperate times before, it only made sense that they try it again. The memories of Nightmare Moon and Discord flooded back to her. In those cases it was only one pony and thing to worry about it. This time it was hundreds, possibly thousands of creatures. What if it failed..? Well. She wouldn't worry about that right now.

Twilight raced back to the barn. If she was going to try this idea, she would not only have to inform the others, but plan it carefully as well. They would need to find Fluttershy and Pinkie Pie, as well as get the Elements from Golden Oak Library. It would take time, but hopefully prove fruitful.

Back at the barn, the other ponies were still in silence.

"Everpony, listen! We need to find the Elements of Harmony!" Twilight announced, bursting through the door. She knew very well that it was quite rude of her to interrupt a well needed rest and reflection, but she was desperate to end the tragedy before her. Everypony turned to look at her aside from Rarity, but no pony spoke a word.

"We need to find Fluttershy and Pinkie Pie, and then get the Elements of Harmony from my library. It's our chance to defeat these zomponies. I'm sure all of us agree that we don't want any more pain and no more deaths to come from this. The Elements have saved us before, it will save us again!"

There was awkward shuffling. Everypony glanced at each other in an attempt to see what the others were thinking. It was a hard time to try and be hopeful. Twilight waited for a response, praying that they would understand. Then an unexpected voice was heard.

"Get the Elements, Twilight."

Everypony turned their heads with open mouths to see Rarity. Even Applejack, who was still hiding in the corner, turned her head to face her friend with wide eyes. Rarity's tearstained face and bloodshot eyes were painful to look at. Zecora looked down at her with concern, but backed up a few steps to allow her more space for her to speak. Rarity still clutched Sweetie Belle in her arms, refusing to let go. As everypony stared at her, the white unicorn seemed to glow brightly with inspiration. "Go. Find Fluttershy and Pinkie Pie. Sweetie Belle wont ever come back to me, but there are other fillies out there that need our help. I refuse to have anything like this happen again. Those... those zomponies wont hurt another filly, if I can help it, and I swear that by Celestia's name! Get the Elements and destroy those things! I will avenge my sister if it's the last thing I do!"

Startled, the crowd could do nothing but turn back to look at Twilight, wondering what the unicorn would say.

Twilight was just as shocked as anypony else. She stared in awe at her friend whom only stared back with powerful eyes. Twilight nodded.

"You have my word, Rarity. I'll do my best." she said. Twilight walked forward to the middle of the barn, looking up and around at everypony surrounding her. They still looked tired from the fight, but in all they were willing to continue their struggle. They each nodded to her in turn as Twilight circled to face them individually. Their strength meant hope, and Twilight drank it in, feeding off the commitment all of them gave to each other. Knowing that they had each other was the most important part of their survival.

Twilight opened her mouth to speak, her voice filled with the sound of a leader.

"Let's get the Elements of Harmony."


	5. Chapter 5

Getting the Elements of Harmony would be no easy task. Or rather, Twilight thought, getting the ponies needed to

complete the Elements of Harmony would be no easy task. Fluttershy and Pinkie Pie both were no where to be found, and

as Twilight soon learned, figuring out where to go to find them would be just as difficult as it is to paint in the dark. And to

make matters worse, everypony knew that splitting up into multiple groups to search more than one location at a time

would be a very bad idea. After a long debate, it was decided that a small search party would be gathered, while the rest

of the ponies stayed at the barn.

"If we split up, we're dead." Braeburn said to everypony. "It only makes sense to send a few out."

"He's right." agreed Twilight Sparkle, who was looking at a map of Equestria that was lying flat upon a crate. "I would

think four to five ponies would do. If everypony is alright with that, I would like to volunteer to be a part of it. Does anyone

disagree?"

No one raised a voice while a few shook their heads.

"Rainbow Dash, will you join me?"

"Most definitely!" Rainbow Dash said with confidence, swooping down from the rafters of the barn. She landed next to

Twilight and put a light blue hoof upon the crate. The pegasus turned to look around the barn at each pony individually.

"Who else is with us?"

Many ponies stepped forward in a silent showing of their support while others shuffled their feet uncomfortably, but no

one called out to volunteer. It appeared as though that while each and every pony was willing to help if forced, it was a

different situation entirely when a choice was given. Twilight frowned, understanding the hesitation in the crowd. This was

a quest filled with a high level of danger, and no pony was willing to leave the safety of the barn after having experienced

the zomponies face to face in the battle the night before.

"I am." said a sudden and unexpected voice. Each pony turned to look at Applejack, who was stepping out of her

shadowed corner towards the middle of the room. "For Fluttershy and Pinkie Pie's sake, but also for Rarity."

For a moment, no one spoke. They stared at the orange mare with confusion and worry. Everypony looked between

Applejack and Twilight with uncertainty. It was a painful understanding that most of the ponies in the room were unsure of

sending Applejack out. While the battle of the night prior had shaken everyone to its core, it was obvious by now that the

farm pony still needed some time to heal over her unfortunate accident. Applejack didn't take her eyes off of Twilight,

waiting for permission to join the search party. Despite the crowd's worried glances, however, Twilight nodded, confident

that Applejack wouldn't let them down.

Big Mac stepped forward and stood beside his sister.

"Joining us too?" Applejack asked, looking up at Big Mac with gratitude.

"Eeyup."

Applejack smiled sadly, bowing her head slightly to touch manes with her brother. Big Mac returned the gesture, a

small moment of comfort well needed.

"Well," Applejack said, tilting her head back to look at Twilight. "Where to?"

Twilight looked down at the map before raising her head to look around.

"Does anypony have any clues as to where Pinkie Pie or Fluttershy might be?" she asked.

Immediately ponies began to whisper and talk amongst themselves to see who might have any information. Many

sayings of, "Where would they have gone?" or "I haven't seen them." were heard. Just when Twilight began to believe

there was little hope of an easy search-and-rescue, Zecora suddenly spoke up.

"A blur of yellow and pink I saw when I left my forest hut. Whether pony or animal I'm afraid I don't know what. But

one thing is for sure that I know without a doubt, it ran into the forest with a very big scream and shout."

Reflecting on this new information, Twilight stared at the floor in puzzlement with a hoof against her chin. It certainly

sounded like Fluttershy, at least the colors matched her description anyway, but why would she run into the Everfree

Forest? Her shy and quiet friend was always afraid of the darkness and the tall trees that existed there. To find safety

there was strange... or was it? If the town had an emergency on a grand scale such as this and Fluttershy had no idea

where to go, where would she turn first? To her pony-friends, of course, but what if she had been stuck in a situation

where that wasn't an option? Where would she turn then? After a moment's thought, Twilight knew the answer. Her animal

friends, naturally. And if Fluttershy followed her animal friends, they'd no doubt take her back to their homes. And where

do most of the animals live? The Everfree Forest!

"It has to be Fluttershy." Twilight confirmed. "If the town was uninhabitable, she'd either follow her pony friends or go

with her animals. Clearly no pony was able to find her or at least not any of us, so there's no doubt her woodland friends

would help her. Animals are not about to go seek out another city, but rather find an environment outside that would

shelter them. The Everfree Forest is dangerous, but not to those that know it well. Fluttershy must have been following her

animal friends to hide there."

"That makes sense to me," Applejack said. "But the Everfree Forest is a big place." "Yeah!" Rainbow Dash agreed.

"There's no way we could search the entire forest without wasting a lot of time."

"It's the only clue we have." Twilight explained. "We need to at least try. You're right about not be able to search the

entire forest, but how about looking in a small section? How about we go as far as Zecora's Hut and then return back to

Ponyville and if we haven't found her by then, we'll assume she's not there." Twilight turned to Zecora and tilted her head

upward while looking at the zebra.

"If you are going to my hut," responded Zecora. " Then a guide you will need. Allow me to join the party, and I will

gladly lead."

Twilight smiled and nodded her head. "Great. Then it's best that we leave as soon as possible." The purple unicorn

folded up the map before her and tucked it away while Rainbow Dash, Applejack, Big Mac, and Zecora began to scour the

barn for any necessary items they might need for the trip.

The Apple Family barn proved to be more fruitful than expected when it came to travel accessories. Each pony was

able to fasten a saddle-bag upon their backs with various items such as rope, flint, or lanterns. And with Granny Smith

pointing out the trap door to the cellar, the rescue party was able to add hay and apples to the mixture. Twilight couldn't

help but lose herself to her thoughts as she took the jars of persevered fruit from the oldest member of the Apple Family.

Would this be the last time she laid eyes upon the silver-haired mare? Would this be the last time she saw anyone that

they'd be leaving behind in the barn? Memories flooded her mind as she stared into the eyes of her old friend. Memories

of the first day she came to Ponyville, where she first met the entire Apple Family. Who could forget the happy celebratory

attitude they all had when they forced her to eat all those apple related foods. Foods that had filled her stomach so full

that she was willing to bet she was still digesting it.

And now the Apple Family was doing it again. Handing her jars of preserved apples for their journey, with a hopeful

smile on the old mare's face. That cracked smile that had once brought Twilight so much happiness to see, now only filled

her with dread. She didn't want to admit it, but the returning smile she gave to Granny Smith was a forced one, and she

had to fight back tears over the green mare's optimism.

"Thank you." Twilight said, unable to say anything else. She bit her lip, put the jars into her saddle-bag, and turned to

the group that were all ready to go. They stood by the door looking back at her, and as Twilight locked eyes with each of

them, she was startled. For each of them held the same hopeful smile that Granny Smith had held just before. Strong and

confusing emotion filled Twilight's stomach as she stared at each ponies' expression. Whether it was the Apple Family

optimism that had flowed out into the room as soon as Granny Smith smiled, or else Twilight was unable to see the hope

that had always been there, the purple mare was never the less able to find that lost sense of faith that had disappeared

the moment Sweetie Belle met her end.

Tears threatened to escape, but Twilight was able to hold them back long enough to step forward and join the search

party by the door. Looking back at the ponies that would be left behind, Twilight gave an honest smile, one that seemed to

gleam in the darkness of the barn. A trusting smile. One of hope, faith, and everything that was needed to secure the

ponies with the thought of a promising future.

"We'll see you when you get back!" An Apple family member called out from the back of the group.

"Good luck!" Another rang out.

"Go get her!"

"I know you wont let us down!"

More similar cries were heard as the group walked out of the barn. Twilight was the last to leave, stopped one more

time by Braeburn, who put a hoof to her shoulder.

"We'll have a distraction ready for when you come back." He said. "You know, if you're blocked from getting into the

barn."

Twilight nodded, understanding what he meant. "Thank you." she said, and the barn door closed behind her.


	6. Chapter 6

The sun shone bright upon the backs of the five ponies heading north east. The red-orange glow of the afternoon was warm against their fur, and the sun's

rays danced with their long shadows. The playful sunlight, however, was not met with a joyous reception. Instead, the seemingly regular and normal

weather bathed the ponies with nothing more than light to guide them. They ignored the warmth, staying silent with bowed heads and walking single-file

without so much as glancing at each other.

Whether the silence was due to the shared uncertainty of the quest, or the fear for all of Equestria, nopony would say. But it didn't take an admittance to

agree that everypony was thinking the same thoughts as they walked. It was just easier to understand each other without saying a word.

One could, however, beg to differ that the reason the ponies stayed silent was that they were all faking a message of hope instead of sharing a bad

thought. After all, if no one brought the realization to life with their mouths, then the outbreak of the zomponies might not be real. Unless the words were

spoken, the countless deaths, injuries, and trauma could still be a horrible nightmare and they could wake at any moment. Sweetie Belle would still be

alive, and all of their friends would be back in Ponyville as it should be. A quick pinch and it would all be over.

But of course this wasn't a dream. And the reality of the situation need only be realized by feeling the hot sun against their backs. For only in real life

could a pony actually feel a physical feeling of warmth, and as such the round fiery object in the sky was not a symbol of happiness, but that of mockery

and pain. Its flames licked at their hooves in a manner of which caused their legs to drag and sweat drip from their brow. Suddenly the darkness of the

barn that they had left behind didn't seem so bad after all. A dark, cool place hidden from the hot sun, and of course, a shelter from the predators outside.

Hungry predators that didn't bother to wait for prey to come out of concealment. No, instead they walked with sluggish movements from dawn til dusk,

constantly searching for food. The kind of predator that everypony feared, no matter how brave they appeared to be.

It was with this fear, that the five ponies heading for the shade of the trees ahead, couldn't be kept from nervously glancing around. Even with the

sweltering sun baking their poor hides, each one checked every cranny, nook, and corner for any sign of movement. The slightest shift in vision caused the

entire party to pause like deer and hold still, panic sweeping over them like a blanket of frost. Wide eyed and ears perked up, no one moved until it was

equally decided that a monster was not lurking in the shadows. Like a slow moving train, the trip to the Everfree Forest took the group two hours to get

there rather than forty-five minutes as it normally would with normal walking speed.

Despite the terrifying circumstances, no zompony had approached the party during that time, much to their relief. Soon the tall trees of the forest were

coming into view, and before they knew it, the ponies had officially entered the Everfree Forest.

The temperature dropped almost immediately, a few ponies shivering from the sudden shift. The shade was much nicer on their bodies, and their hooves

loosened the soft dirt beneath them with each step that they took.

With pros, however, there always comes cons. And although the cool temperatures were calming, the darkness had the opposite effect. The sharp

branches above clustered together in tight packs, blocking the sun's bright light and forcing the ponies' eyes to adjust before continuing. Fifteen minutes

later, the group had to stop and take a break. The shaded forest wasn't enough to refresh them from the hot sun, and it was clear by the heavy breathing

coming from each of their mussels that everypony would benefit from rest.

Sitting in a circle, the group took a moment to ease their cramping legs, too tired to consider the idea that they might be safer continuing their journey

rather than staying in the same spot. They traded cold water around, Twilight Sparkle taking the most advantage from the drink. She was panting from the

hot weather they had just come from, clearly having the most trouble. While Applejack, Big Mac, and Rainbow Dash were use to working hard in such heat,

Twilight was use to staying inside and reading, hardly ever working her muscles to exercise. She was exhausted, glad to remove the pack she had had

strapped upon her back.

Rainbow Dash laid upon the ground, letting her wings touch the cool dirt. Zecora tucked her legs up under her stomach while Applejack removed her hat

to wipe her brow. Big Mac returned the water to his bag as soon as Twilight was finished and then sat back with his head raised to look at the sky. A few

moments past in silence before Zecora spoke up.

"Only ten minutes further before we're there, for the worst I'm afraid we must prepare."

Another silence. This time full of despair and shifting glancing looking for doubt against the zebra's words. None came. At least not at first.

"We still have those ten minutes." Applejack said, trying hard to be hopeful. Rainbow Dash nodded.

"We'll find her." The blue pegasus added, sounding more confident than the earth pony. "And if we don't find her by the time we get to your hut, then

we'll find her on our journey back."

Twilight Sparkle smiled at her friend's confidence. She wanted to jump up and agree with them, but she found herself unable to do so. She instead

appreciated the warm feelings surrounding her and stared at the ground.

A twig snapped behind her.

Twilight gasped, jumping up frantically toward Rainbow Dash and turning around to face the direction of the sound. Everypony stood and stared beside

her, all of them wide eyed with fear. It was the same reaction they had had when they were still walking single file back in Ponyville. This time, however,

the feeling appeared to increase in strength for the new setting of a dark forest heightened their shared fear. It took a long time for the ponies to calm,

longer than usual, but eventually the feeling subsided and everypony was able to relax their muscles. As Applejack turned to look at Twilight with a

half-smile of a joking attitude at their silly reaction to a twig snapping, her attitude changed completely when the sound was heard again.

This time from the opposite direction.

Eyes widening and pupils dilating, each pony turned on their hooves to the direction of the sound. Everypony held their breath as they stared into the

inky darkness beyond the trees. Nothing was in sight, but it was clear that the sound was no accident.

Another snap to the right.

Hearts racing, the ponies became a tight circle, each pony facing a different direction. Their tails nearly touching, it was enough to feel the back legs of

each other to refrain from falling over in fright. The ground felt as though it were trembling from the shaking of their hooves, and Twilight couldn't help

from sucking in a gasp as another sound, this time of a bush shaking as though something had brushed past it, came from in front of her. While the thought

of a zompony rushed through everypony's minds, that wasn't the only monster that could be lurking in the Everfree Forest. It could be anything. The

images of various creatures flashed through their minds, everypony trying to decide what the least frightening one could be and trying to imagine that that

was what was coming at them.

Was it possible for the light to get darker? Or was it just a trick of their minds, the response of fear clouding their judgement? The ponies tried

desperately to back closer together, even though no space was available for them to do.

Suddenly the sound was only coming from one direction, the direction in which Twilight was facing. The ponies all turned to look at it head-on, backing

away slowly and unable to tear their eyes away from whatever was coming at them. No one had the mindset to turn to the other and decide what to do

should a worst-case-scenario happen. What if they were attacked? What if they were outnumbered? What if they died right here and the ponies back at the

barn were to forever wonder what had happened to them? Is this what happened to Fluttershy? Was there no hope? Thousands of questions flooded their

minds before suddenly Twilight screamed as something burst forth from the trees.

It was a small white rabbit.

Hearts still racing, no pony moved as they stared.

The rabbit blinked.

The ponies did too.

"Angel?" Rainbow Dash asked aloud.

The rabbit jumped up and down, waving at them.

"Angel?!" Twilight exclaimed, her whole body relaxing. The entire group collapsed in frustration and shock. "What are you doing here?!"

Then something seemed to click within the purple unicorn's brain.

"Did you come here with Fluttershy? Is she here?! Is she safe?!"

The rabbit disappeared, running off.

"Follow him!" Twilight screamed, pointing in the direction Angel had gone. Everypony moved in a blur of color, grabbing their packs as fast as they could

and running frantically towards the rabbit. It didn't matter if the rabbit was a real or if it was even Angel at all, each of them was tired and none of them

wanted to admit the possibility of their friend being dead. This was a ray of hope in the darkness they had gathered along the trip.

Their hooves smacked the ground in a pitter-patter of sound, dust clouding in their wake. Rainbow Dash, who was flying rather than running, beat the air

with her wings hard. Angel was just ahead of them, his small footsteps giving him a surprising amount of speed. The trees whipped past as the ponies

galloped. The anticipation of finding Fluttershy gave each of them a large gust of last-minute adrenaline which allowed them to forget that they were ever

tired.

Angel twisted suddenly to the right, causing the entire party to shift without warning. Zecora changed direction with ease, as did Twilight, Applejack, and

Rainbow Dash, but Big Mac nearly slipped over himself, causing the need to catch up slightly.

Then, without warning, Angel disappeared.

Twilight skidded to a halt, everypony behind her nearly running into her.

"He's..." Twilight said, gasping for breath. "...gone!"

Each pony turned around, looking frantically for where the rabbit might have gone.

"Wait! Look!" shouted Rainbow Dash from above, pointing at the ground.

Everypony looked at the direction to which she was pointing but there was only a tree.

"Rainbow, what do you-" Twilight started to say before she was cut off. They all ran to the tree and looked at its roots. There, in the ground just under

the roots, was a large deep hole. It was big enough for even Big Mac to fit through. The ponies stared at the dark hole hesitantly, unsure if they should take

the plunge when no pony had technically seen Angel go through. But soon a white shape with long ears popped up from the ground and beckoned them

inside. Without pausing for confirmation from the others, each pony flew forward and dove into the hole, too exhausted and desperate to wonder if this was

a good idea.

Into the hole they went, all of them hitting each other as soon as they were inside, sliding down a tunnel of dirt. It was short and quick, but still they all

yelled out in panic as if realizing what they had just done.

Five bumps and a thud later, the ponies landed in a pile. Groaning and holding their heads from the pain, they blinked and looked around. They were

inside a large room, or rather, a large hole, in the ground. Tree roots were hanging down from the ceiling. There were animals everywhere, every kind that

you could imagine living in a forest. Birds, rabbits, foxes, squirrels, and even one bear. But that wasn't what the ponies were looking at. For there, in the

middle of all the animals, was a yellow and pink pony cowering in fear. It covered its head and whimpered until the white rabbit, Angel, poked it on the

shoulder. Bright turquoise eyes fresh from crying looked up, and gasped in shock when it laid eyes upon the pile of ponies near the tunnel that they had

just fallen out of.

"Fluttershy!" the five ponies yelled. Scrambling out of the pile, they all ran forward to the yellow pegasus.

"O-oh my goodness!" Fluttershy exclaimed, both scared and relieved at the sudden arrival of hugs from all around her.

"We found you!" Twilight said happily, tears in her eyes.

"You're alive!" Applejack said, crying. The earth pony allowed the tears to fall, trembling with her arms around her friend's neck. She was the happiest to

find the yellow pegasus, for another death so soon from what had happened back at the barn would have been too much for her to bear. "You're alive..."

she repeated, this time quieter.

"You are too..." Fluttershy replied, barely a whisper, into the orange mare's ear. They shared the moment gratefully, each of them shedding tears upon

the other, both of them feeling as though they were no longer alone in the world.

The ponies around them smiled, not wanting to break the elation they all felt. They were safe, their quest was a success, and for the first time in weeks,

they were happy.

Eventually the two ponies released their embrace.

"Where was everypony and how did you find me?" Fluttershy asked. "I thought everypony was gone."

"We were at Applejack's barn." Rainbow Dash explained. "Hiding from the zomponies. Zecora thought you were in the Everfree Forest."

The zebra nodded to confirm Rainbow's story.

"Ohhh..." Fluttershy's lip trembled at the mentioning of "zompony". She closed her eyes and whimpered slightly. Twilight was quick to intervene.

"We thought you were lost, but we found you and you're safe." she said. "We'll explain more about what happened to us but why don't you tell us how

you got here first."

"Oh... well..." Fluttershy began very quietly. It was obvious that she didn't want to talk about it, wishing that the conversation would turn to a lighter

topic. "I... I was at home gardening and making new nests for some new birds that decided to live in my tree when... when something... not normal...

came up to me... it was like a pony but... but it was..." Fluttershy whimpered but with one understanding nod and a frown from her friends, she was able to

continue. "...It was covered in wounds and I was scared so I ran into town. But when I got there everypony was either gone or running away. They were so

far away that I couldn't chase after them and so all I could do was just... sit there and... cry... and... well... that's when my animal friends found me and I

followed them here. We've been safe hiding in this fox hole. We even made the hole bigger so that Mr. Honeycomb could come in." She looked up at the

bear who grinned cheesily back at her.

Twilight took in this new information with a hoof to her chin. She pictured her poor friend sitting in the middle of the street surrounded by zomponies.

Fluttershy was always shy and frightened by the smallest of things, but picturing her friend in such a horrifying situation, it was almost too much to bear.

She wished she had been there to comfort the pegasus, even though she knew that that might not have been enough. Frowning, she put her hoof to the

floor and looked up at the yellow pegasus. Twilight was startled to see that Fluttershy was in the middle of talking. Clearly the purple unicorn had been so

lost in thought that she hadn't heard anyone ask Fluttershy a question.

"...can't and so the animals go into the forest to bring the berries and leaves. They know right where to go and can avoid being on the ground."

Avoid being on the ground? Twilight thought. Oh, to keep away from the zomponies... The idea seemed quite brilliant to her and so she decided to keep

a mental note of using that tactic later should the time come. Though of course, she hoped she wouldn't have to use that tactic at anytime. When would she

even use it? The buildings in Ponyville might be a good example. If they stood on the rooftops and locked the doors to the first few floors, that would be a

good way of survival. Though of course that wouldn't work because there would be no way of keeping food up there. Or at least, not for long. They'd run

out. Then again, if there was a pegasus with them they could be sent off to search for food. How lucky pegasus's were during this outbreak. One hint of

danger and all they had to do was fly into the clouds. She wondered briefly if Cloudsdale had had trouble with the zomponies in their city. Certainly it would

be problematic with zomponies flying around... then again, pegasus zomponies she had seen so far weren't able to fly...

Shoot. She had become lost in thought again. She had missed more conversation from her friends. This time it was Applejack explaining what had

happened to them and the rest of Ponyville, including the flash of light they had all seen.

"Oh, I saw that too!" Fluttershy interrupted. "I was at home with Angel baking some nice nut cookies for our bird friends when a bright light flashed

outside the window. It was so bright I had to close my eyes."

"Right." Applejack said. "Everypony seems to have seen it. I bet that figuring out what that light was and what caused it might explain how this zompony

business got started."

That's right. Twilight thought. Why hadn't she spent more time thinking about that? The light, which had flashed mere hours before the outbreak

occurred, had come from Canterlot. Why Canterlot? What had happened to cause a flash of light that bright and that far-reaching? Did it reach all of

Equestria or just spread far enough to Ponyville? Did Princess Celestia know about it? Surely the Princess would have known about it. Then again, if the

princess did know about it, it was strange that she didn't try and help Ponyville. Was she too busy trying to save Canterlot? Was Canterlot overrun? What if

the Princess needed help? Shouldn't they go there to at least investigate? Then again, Twilight knew that investigating Canterlot with others might be a

problem. The ponies back at the barn wanted to stay here because Ponyville was their home, they wouldn't just stand up and go to Canterlot just to see

what was happening there. Or would they? This was a dangerous situation, after all, and most ponies would want to help each other. Twilight couldn't shake

her original idea that Canterlot would be a good place to go. And even if it wasn't safe, at least they'd understand a little more about what has happened.

A sharp cry caused Twilight to return from her thoughts. Looking around, she noticed everypony was staring at Fluttershy with mournful looks. The

yellow pegasus had her head buried in her hooves. Zecora had a hoof on Fluttershy's arm, Rainbow Dash was petting her back and even Big Mac had a hoof

on her other arm for support. Applejack was sitting in front of the crying pegasus staring at the floor in shame.

Twilight blinked in confusion and concern, stepping forward to join in on the support, even if she didn't quite understand what was going on.

"Sweetie Belle..." Fluttershy moaned before sniffling back into crying. Twilight felt her heart turn to ice at the name and she nearly teared up. Placing her

hooves onto Fluttershy's, she touched her forehead against the crying pegasus before her.

The hole was filled with nothing by Fluttershy's heartbreaking cries. The animals around them looked at the floor, feeling their pony friend's sadness. For

a long time nothing moved except for Fluttershy's softly bobbing shoulders. Even Applejack, who knew more than any of them how hard the death was to

take, felt that Fluttershy might be taking it the hardest. It was a moment of respectful reflection on what had happened. It was not only a death of a loved

one, but that of a young filly, one not even old enough to have witnessed the birth of her cutie mark.

But while the cloud of mourning surrounded the ponies, it was not to last. For above them, on the surface world of the Everfree Forest, the trees were

alive with movement. And it wasn't long before the ponies were forced to slowly break away from their huddled state and stare at the tunnel from which

they had entered. For dirt was trickling down the tunnel as though something were at the top and strange sounds could be heard from above. The sounds

were quiet at first but grew in force like something very large and very fast was coming towards them. Fluttershy whimpered in fright while the other ponies

were alert with ears up and eyes wide open.

The sounds of gnashing teeth and moaning could be heard. And then what sounded like claws scraping the dirt came next. Louder teeth-grinding and

growls could be heard. Sounds so loud and heavy that they echoed throughout the hole and nearly hurt the ponies' ears. The ground above them shook and

dirt began to fall from the tree roots above them. The animals around the ponies began to chitter and yell, frightened by whatever was happening.

"What's going on?!" screamed Twilight.

"I don't know!" yelled Applejack.

Suddenly something began to slide down the tunnel of dirt and every pony and animal started to back away from it. A gray mass slipped out and hit the

floor like a sack of sugar. Except what the object was wasn't nearly as non-threatening. As it raised its head with a moan, the six ponies raised their heads

in terror.

A zompony.

"Fluttershy!" Rainbow Dash yelled. "Is there another way out of here?!" But Fluttershy didn't answer. She couldn't answer. Paralyzed in fear, she wasn't

able to respond. Instead she stared at the zompony, growing paler with every second that passed. The ponies lifted the pegasus together off the ground

where upon Rainbow Dash pulled her up onto Big Mac's back.

"Near the back, behind the bear!" Twilight yelled, pointing towards the big animal that was cowering.

The zompony lifted itself off the ground and began to move towards the group. Immediately the animals in the hole began a maneuver of every-pony-to-

itself and shot out the second tunnel. The ponies followed as fast as they could, the zompony being much slower than the average pony.

The tunnel they entered was dark, but by following the sounds of the running animals in front of them, the party was able to make their way. The danger

wasn't gone, however, for the dirt above them still shook, and the horrifying sounds they had heard back in the large hole behind them did not stop there.

While the sounds did seem to be located behind them, it was still in distance above them and everypony wondered what was making them. A thought

struck Twilight that perhaps they didn't want to exit the tunnel for whatever was waiting above might be worse than what was behind them. She shook her

head mentally, however, for whatever was up there was back near the fox hole entrance and they were running away from that. And besides, the idea of a

zompony at their heels kept her from debating if they were about to run into a worse beast at the end of the tunnel.

Luckily for the ponies the path they took was relatively straight, and nopony had to worry about hitting a sudden turn. Whether or not there were any

adjoining tunnels nopony paid attention to, not even Twilight who was usually a stickler for details. All that mattered was getting out, and getting out alive.

And soon enough, that dream became a reality, for the tunnel swept upwards and the ponies (and animals) found themselves back in the forest.

Taking a breather was not an option, though. For as soon as they broke the surface, the loud yells they had heard below ground were much louder now,

and sounded more like screaming and howling than yelling. Twilight, who had been at the back of the group looked up at her friends, who were all turned

around to face her. They weren't looking at her, however. Instead they were looking behind her, and not just behind her, but upwards as well. Whatever

they were looking at, it was huge, and Twilight was hesitant to turn around. Eventually she did turn, though, and tracing her eyes from the ground to the

large thing, beast, monster before her, she realized what had made those terrifying noises.

A timberwolf.

Make that three timberwolves.

Glowering down at the ponies with bright green eyes, the timberwolves snarled and hissed. And if it couldn't get any worse, at their feet stood a dozen or

so zomponies, all staring in their direction as well.

"Oh no." Rainbow Dash muttered, voicing what all of them had just said in their minds.

"I-I think we should be going now..." Applejack stuttered.

"Eeeyup!" Big Mac stated.

They turned on their hooves and ran with all their might. The timberwolves took off after them, scratching the dirt with their claws. The zomponies

followed as well, albeit slower. The sounds of the timberwolves' claws against the ground were blood curdling close, and the huff and puff of their breath

was even worse.

"Everypony follow me!" Zecora yelled, trying to be heard above the loud noises the timberwolves were making. "To my hut, we must flee!" The zebra

darted to the left and everypony repeated her action without question. Twilight felt that she hadn't run this fast in all her life. There had been plenty of

times in which she had to test her strength, but up until this moment she had always thought she wouldn't have to test it again. Her leg muscles strained

with the force she exerted upon them. She was sure the other ponies agreed for even Rainbow Dash was grunting from how fast she flew.

While the timberwolves were fast, the ponies were able to keep a safe distance from them. Outrunning them was out of the question, but at least they

were beyond reach. Twilight began to doubt if she would be able to make it, but just as her mouth began to open and her tongue rolled to the side of her

mouth in exhaustion, she spotted Zecora's home in front of them. In a last minute burst of speed, everypony dashed for the door and before Twilight knew

it, they were all inside, huddling as far away from the door as they could get. Nopony paid attention to a few bottles and decorations falling off the wall, and

even Zecora bumped a shelf in an attempt to get away from the threat that was coming their way.

The timberwolves slowed and entered the clearing that the hut was in. They sniffed the air, as if not understanding where the ponies had gone, but soon

one of them looked through a window and spotted them. Growling and howling, it called to the others to show them where their prey was hiding. All the

ponies braced themselves for what they thought would be the end, but after a moment of nothing happening, Zecora pointed.

The timberwolves were circling the house rather than trying to attack it.

"Why aren't they trying to get in?" Rainbow Dash asked. Twilight stepped forward in a daring attempt to get a closer look. She observed the

timberwolves carefully, noticing the detailed way in which the wood they were made of lined their bodies. Then she turned her attention to the ceiling, as

well as the entire house in general.

"Zecora lives inside a tree. I don't think the timberwolves want to damage it. It's part of the forest, and they're technically part of it too."

The other ponies stepped forward cautiously to survey the timberwolves safely from the windows and sure enough the wolves would not come closer.

They waited impatiently and growled threateningly.

How were they to get out of this alive? Twilight thought about the options but unless it was fighting their way out, she couldn't think of another

possibility. Would the others be desperate enough to do that? Or would they rather wait it out and see if the timberwolves would go away on their own?

One look at Fluttershy and Twilight understood her friend's answer. The poor pegasus was buried in a ball, shivering. Twilight didn't want her or her

friends to end up like that. They would have to fight. To protect Fluttershy, and to protect themselves. "We need to fight." Twilight said after a moment.

The ponies all stared at her in shock, but slowly their first reaction floated away from their face. The idea wasn't completely crazy, and they knew that

Twilight would only speak the most logical answer. Still, though, saying wasn't the same as doing, and nopony moved first. That is, until-

"Let's go and do it, then!" Rainbow Dash said, pumping her fist into the air. "We can take them on!" her confidence seemed strange compared to how

Twilight had just seen her friend, running away just the same as anypony else had.

"Alright, but how?" Applejack asked.

"Simple." Rainbow Dash replied. "I attack from above, you use your lasso skills with the rope we brought, Big Mac bucks them with his legs, Twilight

uses her magic, and Zecora... Zecora uses a potion?" Rainbow Dash stared confused at the zebra, unsure of how she faired when it came to battles. Zecora

nodded.

"I should have something lying around." she said. "It will be something to bring those timberwolves down."

Everypony nodded at the other, and then they began to prepare. Applejack got out the rope from her pack, Big Mac and Twilight stood by the door,

Rainbow Dash flew towards one of the windows, and Zecora began to search her shelves and cupboards for anything useful.

Fluttershy still lay in the corner of the room, unable to speak or even turn her head towards the others. She would clearly be unable to aid in the fight.

Twilight focused on the doorknob of the hut. Was she really going to run out there and fight three timberwolves head on? And what of the zomponies?

They were slow and not at the hut yet, but they surely would be at some point. Would they be able to fight both enemies at once? She looked up at Big

Mac, searching for an answer in his eyes, but he wasn't looking at her. He was lost in thought as well. Twilight returned her gaze to the doorknob. But the

inanimate object wasn't a living being, and couldn't feel, so Twilight looked back up at Big Mac with pleading eyes. She found him staring back and they

looked into each other's eyes, wondering if what they were about to do was the best idea.

He nodded. And so did Twilight.

Then they opened the door.

"CHARGE!" Rainbow Dash yelled, flying out the window and into the sky. Big Mac and Twilight ran out the door with Applejack close behind.

Rainbow Dash hit first, diving out of the air to hit a timberwolf in the head, nearly missing its eye. The beast shrieked and tried to snap at the pegasus.

Rainbow was too quick, however, and flew to the other side of it, punching and kicking its shoulder. The wood was strong and Rainbow Dash had to shake

her hoof in an attempt to rid the pain from hitting such a hard object.

Big Mac headed for the second timberwolf, charging it in a a position as though he were about to head butt the animal, but just before he connected, he

twisted his body around and bucked the timberwolf as hard as he could, sending the monster to its side.

Twilight ran towards the third timberwolf, and when she was within fifteen feet, she stopped, braced herself, and lowered her head. Her unicorn horn

began to glow, but Twilight suddenly felt sick. The glow sputtered and stopped. Gasping, Twilight watched as the timberwolf barreled towards her, ready to

chomp as soon as he was close enough. Just as Twilight thought it was too late to run, Applejack appeared out of no where to kick the creature straight in

the jaw, holding the lasso in her teeth.

Shaking her head, Twilight ran, knowing she couldn't stop and gape at what had just happened. Why had her magic quit like that? Why did she feel sick?

There was no time for questions. Bolting for the hut, she stood near the door before turning towards the fight. Rainbow Dash was still diving in and out of

reach of the first timberwolf, coming too close to contact in Twilight's opinion. Big Mac was charging the second timberwolf again, but the wolf seemed

ready this time and batted Big Mac out of the way, sending him to the ground. Twilight gasped, poised to run after the stallion to help, but Big Mac stood as

though nothing had happened and charged the beast again. Twilight turned to Applejack and watched as the farm pony used her lasso to tie around one of

the loose sticks poking out of the timberwolf's head. She was using it to pull it down to the ground where upon she was able to buck the wolf in the snout.

It was a smart idea, but also dangerous as it was close to the snapping mouth.

Twilight lowered her head, ready to try her magic again. Her friends were doing so well and trying their best to fight, she had to join in the battle. Just as

she was about to concentrate, however, Zecora burst through the door behind her.

"Twilight, I have something that will do! But I'm going to need your help if this idea will be played through!"

Twilight nodded and was just about to run inside when suddenly Rainbow Dash yelped behind her. Turning, the purple unicorn was just in time to see the

blue pegasus being flung through the air and crushing into a boulder not too far away. Rainbow slammed hard into the rock, and collapsed to the ground.

"RAINBOW DASH!" screamed Twilight.


	7. Chapter 7

The sound of Rainbow Dash hitting the boulder caused everypony to turn and look in her direction. Even the timberwolves glanced to see the victorious kill

they had no doubt accomplished. A small cloud of dirt floated away from the pegasus. Everypony held their breath to wait and see if she would move, but

as the seconds ticked by, they slowly realized that Rainbow wouldn't be moving anytime soon. The creature that had swatted the blue pegasus growled

happily and trotted over to see whether or not the unmoving pony was alive or dead, but no sooner had it taken a few steps before Big Mac and Applejack

were on its heels. The two farm ponies had dropped their fight with the individual timberwolves they were facing and turned to help their fallen comrade.

Twilight Sparkle and Zecora stood stunned, unsure of how to help and frozen in wide eyed stares as they watched their friends gallop for the boulder.

The first timberwolf that was sniffing Rainbow Dash turned to face the oncoming ponies. The other two snarled and raced after Big Mac and Applejack

from behind, determined to take both ponies down as their beastly companion had just done. Two ponies against three timberwolves were not good odds,

and Twilight knew that looking at the situation logically, there was no way this fight would turn out in their favor.

Twilight turned to speak to Zecora, to plead that the zebra had to have some sort of potion that would help, but as she looked at the expression on the

witch-ponies' face, the unicorn knew the situation was about to go from bad to worse. For the zebra before her was not looking at her, nor the

timberwolves, but behind her. Twilight knew from just minutes before back at the fox hole what that look meant, and for the second time that day, the

unicorn was forced to slowly turn around and look at whatever could possibly be coming after them.

"Rrrrgggahhhh..."

Zomponies. Dozens of them, all coming straight after them. They had finally caught up, and if Twilight had had any hope for how the battle would turn

out before, it was gone now. Panic grew inside of her like a balloon and her heart was racing. Her legs began to tremble as she thought of what would come

next. Gnashing, scratching, and pulling. Hundreds of images flooded her mind of gruesome acts that would happen to her friends and herself. Frozen in

fear, her eyes began to fill with tears as not even her critical thinking could help in this situation.

"TWILIGHT! Take this!"  
The unicorn snapped to attention and turned quickly to face the zebra who was just in the middle of throwing a glass bottle at her.

"And take care not to miss!"

Twilight stared confusedly at the bottle, unsure of what she was suppose to do with it. Throw it at who? What would it do?

"Specific potions, no pony will need. If simple oil and fire can do the deed."

Twilight stared at the zebra with a quizzical look. Suddenly, though, something snapped in her mind and she realized what Zecora meant.

"Zecora, you'll need to-" Twilight began to say but the zebra was already ahead of her, beginning to use a flint stone to spark a fire into the sticks

beneath her cooking pot. The unicorn nodded and turned towards the battle in front of her.

Rainbow Dash was still on the ground with no change. Big Mac and Applejack, however, were trying their best to fend off the timberwolves. Staying close

together they were surrounded by the gigantic beasts, each of the wolves taking turns to snap at the ponies in the middle of them. The sibling ponies were

sweating, tired from all the fighting that was happening. It was obvious that their movements were slowing, and if Twilight wasn't quick enough, it would be

too late.

The zomponies were split between who they were going after. Some were walking towards the timberwolves, others were heading in the direction of

Zecora's hut. Just as Twilight was ready to take off to the left, Zecora appeared beside her, a few bottles of oil in her mouth. Tossing a few more bottles in

the unicorn's direction, the zebra ran off to the right, causing Twilight to realize the answer to her question. She would head in the left direction so that both

of them would be able to cover the most ground.

Hooves scraping into the dirt, Twilight bolted for the left. Picking up speed from her momentum, the purple unicorn approached her first zompony up

ahead to the right of her. Tossing the open bottle in its direction, the oil splashed upon the zompony's head. It didn't appear to notice, however, and the

only thing it did appear to do was turn slightly in the direction that Twilight was running as though slowly understanding that its prey was no longer in front

of it.

Confidence replaced the fear that Twilight had had inside of her. Zecora's idea was wonderful, and so long as they had enough time to spread the oil, it

would work. As Twilight spread the liquid from zompony to zompony, she glanced over at the zebra who was doing the same. Never had Twilight seen

Zecora run as fast as she did now.

Twilight then turned her attention to Big Mac and Applejack. They were cornered now, against the boulder and over the body of Rainbow Dash. The

unicorn was getting closer to them, but she still had a few zomponies to cover in oil before she could get to them. Time seemed to fly faster than normal

and Twilight felt like they were running out of it. There was no way she'd get to them in time. Not even Zecora was further ahead of the unicorn. They were

both in equal distance from the farm ponies and upon closer inspection of the siblings, it looked as though Applejack might be hurt. The orange mare was

wincing slightly, although Twilight wasn't sure what exactly was wrong and only Big Mac dared to buck any of the Timberwolves that got close enough.

Luckily for the oil spreaders, the zomponies were slow. A few tried to reach for them, but none caused harm. And after just a minute longer, both

Twilight and Zecora had successfully splashed the last bit of oil on the zomponies.

Unfortunately for them, however, as soon as the zebra and unicorn reached the timberwolves, the friends realized they were both out of oil. They had

had just enough for the undead, but not enough for the beasts. Staring up at the timberwolves, the creatures at first didn't see them, but after Applejack

and Big Mac both began to yell for the two of them to get away, the wolves turned to look behind them.

"Zecora..!" Twilight yelled, unsure of what to say now that she grabbed the zebra's attention.

"Go to the hut and get the fire! I'll stay here, a distraction you'll require!"

Twilight didn't have time to argue. Zecora jumped into the air as soon as a timberwolf narrowly snapped her legs with its powerful zebra was

able to kick the wolf in the nose before high-tailing it away from the unicorn. Enraged from the kick, the timberwolf growled and chased after Zecora.

Twilight turned around to head back to the hut but came face to face with a zompony. It moaned angrily, raising its hooves to grab onto Twilight. She

screamed in terror before twisting her legs to propel her away from it, charging for Zecora's hut. Each zompony around her was groaning, a few of them

slipping in the liquid they were covered in. The smell of rot mixed with oil caused Twilight to choke slightly as she ran through the crowd. The thought of her

friends struggling behind her kept the unicorn from stopping to catch a breath of fresh air. She was so close to the hut now but looking ahead she noticed

there was an entire line of zomponies blocking the door. The only options she would have would be to push through or jump. Pushing would require coming

into contact with them, which would be dangerous for two reasons. One being that they could bite which would mean death, and two the oil would stick to

her which would mean she'd burn along with the rest of them. Jumping was definitely more safe, but would she be able to make it? She wasn't as athletic

as Rainbow Dash, nor did she have a pegasus' wings. Should she dare try it?

It was now or never. Push or jump. The horrible gnashing faces of the zomponies came up before her. With no time left to think, Twilight crouched low

before pushing with all her might off the ground. The zomponies reached high with their hooves to grab at their prey. Only one zompony came in reach, but

it barely brushed Twilight's underside by a hair and so the unicorn landed with a grunt, safe behind the line.

She wasn't completely safe, though. And she knew it. Twilight ran for the door and crashed through, slamming it shut behind her.

Fluttershy, who was still huddled in the same spot, shrieked as the unicorn burst through. Twilight glanced at her scared friend, pausing slightly to pity

her before returning her focus to the cauldron before her. The sticks beneath the cooking pot were popping and crackling with the soft heat. How many

would be needed to take care of the creatures outside? The amount of sticks under the cooking pot should be enough to handle them, but how many could

she carry at a time? Her friends outside wouldn't last long enough for her to carry two at a time, returning to the hut every time she ran out.

Twilight's eyes raised towards the yellow pegasus in the corner. Would she..? No. Fluttershy wouldn't be able to... well...

"Fluttershy..." Twilight said softly, stepping towards the frightened pony. The pegasus looked up with puffy eyes. "I need your help..."

Fluttershy whimpered.

"I know you're scared, but Rainbow Dash is hurt. She can't move and everypony else is trying their best to protect each other. All I need you to do is fly

above and drop a few sticks. Can you do that?"

Fluttershy stared at Twilight with wide eyes. She looked at the sad smile on her friend's lips, knowing full well that Twilight wouldn't ask unless she truly

needed help. In her heart, the pegasus knew that her friends needed her, she just wished she was more brave. Brave like Applejack, brave like Rainbow

Dash. But the more she stared into Twilight's eyes, the more she realized that bravery wasn't needed to help your friends. Running into the darkness

unafraid is inspiring and rewards a great deal of pride, but running into the darkness while you're still scared gives the reward of feeling accomplished. That

you faced your fear, even if you were scared.

Fluttershy's lip wavered. She closed her eyes, and a tear dripped down her cheek. Then her eyes opened,

and the yellow pegasus nodded at her friend.

Twilight sighed in relief and helped her friend to stand before leading her to the cooking pot.

"Take as many sticks as you can. I need you to fly and drop them onto the zom-... onto the crowd."

Fluttershy nodded, pale but willing. She took a few sticks out from the pot, careful to keep the flames away from her. Twilight did the same, then

brought her friend to the door.

"I'll go first, okay?" she said. Fluttershy nodded in response.

The door opened and they both went out.

Screaming was the first thing they heard. Big Mac and Applejack appeared to have given up and were cowering over the body of Rainbow Dash.

Applejack's right eye was beginning to swell and turn red. Was she wounded? Was that why she was wincing before? Zecora was trying desperately to

distract the timberwolves and zomponies from the trio but the enemies were too focused on easy prey. The timberwolves leaned threateningly over them

like three hungry vultures. The zomponies at their feet were closing in, mouths open. It wouldn't have taken much to imagine them drooling with the

anticipation of food.

"Fluttershy, now!" Twilight yelled. The yellow pegasus nodded her head, her shoulders shaking in nervousness. While the shy pony took off to the skies,

the unicorn rushed towards the line of zomponies in front of her. Only going as close as she would dare, Twilight threw one of the sticks. The flaming piece

of wood flew through the air, twirling as it went, before landing right on target. The zompony instantly burst into flame, screeching in pain. It began to run

in panic, hitting other zomponies near it, causing a chain reaction of small explosions.

It worked!

But this was no time for celebration. Twilight looked above at Fluttershy to watch as the yellow pegasus was flying frantically towards the timberwolves.

The sound of the explosions had caused the timberwolves to turn and look at what was going on. The zomponies, however, stayed focused on their target.

Once Fluttershy was directly above the wolves, she threw a stick as hard as she could. It missed the wolves, but hit a zompony nearby. It erupted into

flame, in turn causing more chain reactions around it. The timberwolves whined in fright before leaping out of the way of the flaming zomponies. They were

smart, knowing when to jump out of the way.

"Applejack!" Twilight screamed, running towards the three cowering ponies, or rather the four of them now as Zecora was now trying to see if Rainbow

Dash was okay.

"Twilight?!" Applejack yelled out.

"Use your rope!" the unicorn shouted.

"Use my... Oh!"

Applejack turned to look at Big Mac while bringing out the rope she had put by her side.

"Can you manage one last run?" she asked.

"Eeyup." Big Mac responded, taking one end of the rope in his teeth. Applejack picked up the other end and they took off towards the timberwolves.

"I'll help you!" Twilight yelled, running alongside Applejack. The two farm ponies ran to the right, headed in behind the timberwolves while Twilight ran to

the left, all the while shouting,

"HEY! You big bullies! You're just a big pile of sticks!"

The unicorn continued to shout out various insults, attracting the timberwolves' attention and allowing them to follow her towards the crowd of

zomponies. She was careful not to get them too close to the fire, though, or else they'd suspect what she was trying to do. Twilight looked up at the sky to

find where Fluttershy was. She finally spotted her way off to the left, still throwing sticks at the ground where upon a few bursts of flame would appear

briefly. Good, she was still keeping the fire going.

"Applejack! Big Mac! NOW!" Twilight suddenly screamed. The farm ponies appeared from behind the timberwolves, using their last bit of speed to catch

up to the wolves. They moved swiftly together up one side of them before Applejack quickly galloped across the front of all three. Halting with all their

might, Big Mac and Applejack slid into the ground, causing the rope to pull taut and tripping all three timberwolves perfectly into the fire of burning

zomponies.

Screaming and howling, the timberwolves twisted among the flames, the fire burning deep into their bodies. The flames rose higher as though the entire

forest was on fire. Sparks flew into the sky and smoke was beginning to build. One of the timberwolves leapt about, trying to get the flames off of itself, but

jumping only seemed to make it worse, and the wolf ended up knocking into the other wolves and zomponies. Crashing into everything, the timberwolf

suddenly tripped and collapsed upon Zecora's hut, the entire tree exploding into flame. Zecora gasped as she watched her entire home being eaten in fire.

The timberwolves squealed in pain before all three jumped out of the middle of the chaos. Still burning, they ran into the darkness of the forest, howling as

they went.

There was a moment of silence among the ponies. Was the battle over? It appeared to be...

Or was it?

Another squeal pierced the air and Twilight, Applejack, and Big Mac all looked up to see Fluttershy floating down from above to where Rainbow Dash was

lying with Zecora. The three ponies ran towards the scene in time to see Fluttershy lie on the ground, face in the dirt as though in pain.

"Fluttershy, are you-" Twilight began to say, but she gasped as she realized there was a large burn mark across the pegasus' back. How foolish had they

been to not wait for Fluttershy to move before tripping the timberwolves?

"Oh, Fluttershy, I'm so sorry!" Twilight said, convinced that it was her fault that her friend was in pain.

"I-it's okay." The yellow pegasus managed to say. "I-I'm okay. P-Please check on Rainbow Dash..."

Twilight leaned down to put a hoof against her friend's shoulder before nodded sadly and moving over to talk to Zecora.

"How is she?" Twilight asked, afraid of the answer. The zebra looked up at her with a frown.

"Unconscious and wounded, but alive." she responded. "Damaged, but she'll survive."

Twilight, Applejack, and Big Mac moved in closer to inspect their friend. Rainbow Dash lay sprawled against the ground. Her arm was twisted in an odd

angle, her left wing was beginning to bruise, and her left eye was scratched with four lines from forehead to cheek. It didn't look good, they all could agree

on that, but they were thankful that she was still living. They were thankful that all of them were living.

The unicorn turned to look at the burning ground behind them. The flames still reached high, despite the timberwolves having already left. The hot glow

reflected against their faces but just as the sun had not been welcoming on their walk here, the flames were no more welcome now. Each of them in turn

shifted their eyes towards the fire, watching as the zomponies and the tree that Zecora had once called home burned to a crisp.

Nopony spoke. They had all survived, which would have been a time of celebration, but it felt like nothing of the sort. Many were wounded, Zecora's hut

was gone, and somehow the burning of the bodies before them seemed sad compared to when they had just been up and moving. Everypony's stomach felt

empty. Zecora looked away from the fire, not wanting to watch as her home became nothing more than a memory.

Twilight looked up at Applejack. Her friend's right eye was indeed hit somehow. It was not bruised quite yet, but it would undoubtedly turn purple with

time. Big Mac was beside his sister. Nothing appeared to be cut or scraped on him, but he was sweating, panting with tiredness, and looked ready to

collapse in exhaustion.

They had survived, alright. But at what cost?


End file.
